公司法的转型:准法人和准公共结构

O. Novikova
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引用次数: 0

摘要

研究的目的是在公司边界模糊、数字通信和创业文化发展的背景下,研究公司关系和公司法转型的某些方面。结果和结论是根据一般科学和私人科学的研究方法得出的。研究研究了通过(1)延期股权转让协议(SAFE)、(2)众筹协议、(3)公开市场中介公司(SPAC)、(4)私营公司交易所创建的准公司和准公共结构的例子。随着债务与股权、公共融资与私人融资交叉的跨国混合公司结构的出现,目前关于公司法目标和公司宗旨的辩论获得了一个新的视角,因为公司的边界变得不固定。与此同时,决策程序由第三方和数字技术调解,可能会出现利益冲突,而且除其他外,还受到自下而上的标准的监管。在数字时代,结构要素选择的灵活性允许脱离当前的国家公司监管,并在正确的地方和正确的时间附加到它。结论是,混合结构的爆炸性增长摈弃了软硬法的二分法,形成了法律规制发展的新领域。在转变的媒介中,注意到私法统一的日益重要,以跨国法概念为基础的理论机构的发展,其子系统的出现,包括公司法。在公司法的任务中,公司金融领域的标准和惯例的形成也被假定为所研究的混合结构运作的监管框架。
本文章由计算机程序翻译,如有差异,请以英文原文为准。
Transformation of corporate law: quasi-corporate and quasi-public structures
The purpose of the research is to study certain aspects of transformation of corporate relations and corporate law, in the light of blurring of company boundaries and development of digital communications and startup culture. The results and conclusions are obtained based on general scientific and private scientific methods of research. Research studies examples of quasi-corporate and quasi-public structures created through (1) deferred share transfer agreements (SAFE), (2) crowdfunding agreements, (3) public market intermediary companies (SPAC), (4) exchanges for private companies. With the emergence of cross-border hybrid corporate structures at intersection of debt and equity, public and private financing, the current debates on the objectives of corporate law and the purpose of the corporation acquire a new perspective, as the very boundaries of the corporation become fluid. At the same time, decision-making procedures are mediated by third parties and digital technologies, with the prospect of conflict of interest, and are regulated, among other things, by standards emerging so to say from below. In the digital era, flexibility in the choice of elements of the structure allows to detach from the current state corporate regulation and attach to it in the right place and at the right time. It is concluded that the explosive growth of hybrid structures forms new areas of development of legal regulation by rejecting the dichotomy of soft and hard law. Among the vectors of transformation, the growing importance of private law unifications, the development of theoretical apparatus based on the concept of transnational law, the emergence of its subsystems, including lex corporatoria are noted. Among the tasks of lex corporatoria the formation of standards and customs in the field of corporate finance is also postulated as a regulatory framework for functioning of the hybrid structures under study.
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