Очеловечивание текста — Анти ИИ-детектор

Introduction Background. In 2022, unfriendly states imposed unprecedented volumes of sanctions against Russian companies, banks, and citizens. These measures included the freezing of Russian assets held in foreign bank accounts and the suspension of business ties with Russian counterparts. A prominent example is the U.S. Specially Designated Nationals (SDN) list. Under these circumstances, issues surrounding the non-performance of monetary obligations between Russian and foreign entities sharpened considerably. Sanctions began to extend to pre-existing contracts concluded prior to their introduction. Consequently, Russian courts—invoking Article 248.1 of the Russian Arbitration Procedure Code (which vests exclusive jurisdiction in Russian arbitration courts over disputes grounded in sanctions)—saw a surge of claims filed by Russian claimants against foreign entities and their Russian representations. Traditionally, enforcing a Russian court judgment against a foreign entity's overseas assets would necessitate recognition and execution by the relevant foreign state. To sidestep the risk of political friction in such recognition by unfriendly jurisdictions, Russian claimants shifted their demands to assets held by those foreign companies' Russian subsidiaries or representations—such as funds in Russian banks or shares in the charter capital of such entities—that had failed to honor obligations due to sanctions. A key legal construct invoked in these cases is the doctrine of de facto agency, whereby a Russian company within the international corporate group of the actual wrongdoer is held accountable. The landmark case in this line of authority is No. A40-167352/2023 (PJSC Sovcombank v. Citibank N.A. and JSC Commercial Bank Citibank). This decision was referenced in the vast majority of similar disputes. Prior to the Russian Supreme Court's ruling, courts sufficed with verifying the Russian defendant's membership in the international corporate group. However, following the Supreme Court's determination dated May 12, 2025, in this matter, judicial scrutiny expanded to encompass the degree of each defendant's involvement in causing the claimant's losses. Although the Supreme Court published this determination and altered the trajectory of case law—tightening the grounds for liability without fully articulating or refining them—the resulting ambiguity undeniably heightens the topic's timeliness, opening fertile ground for doctrinal inquiry, particularly in this study. Problem Statement. It merits emphasis that sanction regimes often impose mandatory constraints on foreign entities; thus, it would be erroneous to attribute contractual non-performance solely to the private actor's fault. The complexity arises precisely because this scenario exemplifies public law norms intruding upon private contractual arrangements. Given the imperative to uphold private law standards, a mechanism for attributing liability in such scenarios must be enshrined. Sanctions between mutually hostile states may conflict with each nation's regulatory framework. To mitigate these clashes, it is crucial to determine whether a company within the claimant's jurisdiction can be held liable for acts of an entity in the same international corporate group. This study thus examines the grounds for joint and several liability among corporations within a single international corporate group. In particular, it explores whether clear criteria can be delineated for imposing such liability on a subsidiary. Research Objective: To identify and substantively elaborate criteria for holding a subsidiary jointly and severally liable for the non-performance of obligations by its foreign parent company within the same international corporate group amid sanctions, alongside formulating recommendations to refine Russian enforcement practice and legislation. Research Tasks: 1) analyze doctrinal approaches to the nature of international corporate groups as legal subjects and models of participant liability (piercing the corporate veil, de facto agency, single economic entity); 2) examine the impact of public law norms (blocking sanctions) on the performance of private law obligations; 3) review arbitration court practice in Russia concerning claims against Russian subsidiaries of foreign companies; 4) classify and elucidate criteria requisite for imposing joint and several liability on a subsidiary for a parent's non-performance; 5) develop proposals for integrating these criteria into Russian law. Hypotheses. A subsidiary's joint and several liability for a foreign parent's tort within the same international corporate group arises only upon proven unity of control, breach of Russian public policy, and exhaustion of alternative recovery mechanisms—i.e., the tort stems from the group's concerted actions exploiting corporate structure to conceal assets in the controlled subsidiary, rendering fulfillment impossible absent its involvement. Traditional piercing the corporate veil criteria (instrumentality, alter ego) necessitate adaptation to the sanctions context, incorporating assessment of each defendant's degree of participation in the harm. Liability of a group entity must be capped at the value of assets (property, funds, shares) it factually holds under the parent company's control within Russia. Literature Review Doctrinal treatments of international corporate groups as legal subjects coalesce around three pivotal models, as addressed in Task 1. The single economic entity doctrine, rooted in EU law, prioritizes economic substance over legal form, positing group actors as a unified whole under dominant control (Murav'yov, 2003). This aligns with Hypothesis 1's insistence on proving unity of control as a sine qua non for joint and several liability. The de facto agency model in private international law attributes a principal's acts to its agent via subordination and shared intent (Kuznetsova, n.d.). Central is the piercing the corporate veil doctrine, meticulously unpacked by Podshivalov (2015), which targets form abuse in offshore disputes through tests of instrumentality, alter ego, and fraud. Goltzblat and Trusova (2013) synthesize Russian Article 56 Civil Code practice, lifting the veil solely upon unity of interest—bolstering Hypothesis 2's call to adapt criteria via participation in harm (Aidossova, 2020; Krylov, 2014). U.S. doctrine, paradigmatically rigorous, mandates a two-pronged test for parent liability in tort claims: (1) unity of interest (alter ego or instrumentality, encompassing asset commingling and undue control) and (2) injustice absent piercing, emphasizing fraud or abuse to avert fraudulent conveyances (Macey & Mitts, 2017; Thompson, 2006). These converge on veil piercing's rarity (<40% success), tort applicability against third parties, and multinational adaptability via control-harm nexus—reinforcing Hypothesis 2 and Task 4 criteria, inclusive of Hypothesis 1's unity of control. Aidossova (2020) augments with U.S. comparisons, where pliant standards permit attenuated piercing in human rights torts for equity, yet stress fact-intensive daily oversight, affirming Hypothesis 3's liability limits. England diverges in piercing reticence (Adams v. Cape Industries plc, 1990), confining it to sham or facade in exceptional torts with direct parent meddling—eschewing horizontal subsidiary liability sans fraud, consonant with Hypothesis 3 (Muchlinski, 2002). Germany's Konzernrecht stands distinct via codification (§§ 291–319 AktG), imposing de facto group liability under dominance agreements (Beherrschungsvertrag), with parent bearing qualified loss liability balanced by compensation; torts demand culpa in contrahendo or abuse piercing—mirroring Hypothesis 1 (unity of control) and informing Task 2 on public-private interplay (Windbichler, 2018; Krylov, 2014). Public-private tensions, per Task 2, feature in Karapetov's (2017) commentary on Civil Code Articles 307–453: Article 401 precludes automatic fault imputation to affiliates sans form abuse proof, framing sanctions as force majeure yet not absolving group accountability (Karapetov, 2017, p. 104). Aristova (2012) broadens to transnational groups, advocating public international law norms for liability calibration amid sovereignty-private rights equipoise—underpinning Task 2's sanctions as delict catalysts, harmonizing with English piercing aversion (Muchlinski, 2002). Structure of the Research The study comprises an introduction, three chapters aggregating nine subsections, a conclusion, and bibliography. The introduction substantiates relevance, posits the objective and tasks, delineates object and subject, and advances hypotheses. Chapter One probes theoretical foundations of joint and several liability in international corporate groups. Subsection 1.1 dissects the international corporate group as a discrete economic actor and delictual liability nuances in corporate setups. Subsection 1.2 furnishes comparative analysis of piercing the corporate veil across U.S., European, and Russian law, distilling universal antidotes to limited liability. Subsection 1.3 scrutinizes de facto agency in Russian private international law and its viability for subsidiary accountability. Chapter Two dissects Russian arbitration practice on sanctions-spawned disputes. Subsection 2.1 granularly parses Case No. A40-167352/2023 (PJSC Sovcombank v. Citibank N.A. and JSC KB Citibank) and the 2025 Supreme Court determination. Subsection 2.2 traces trends from formal group-based joint and several liability to individualized liability per defendant's role. Subsection 2.3 probes Article 248.1 APC interplay with Civil Code liability and obligation norms, surfacing conflicts and resolutions. Chapter Three, pivotal, devises criteria for group-entity joint and several liability. Subsection 3.1 posits and justifies a unity of control and harm causation test. Subsection 3.2 expounds prerequisites like asset control (Russian situs) a