Corporate contract: civil deal or public law permitting?

This article considers the problems of determining the subject matter of a corporate contract, assesses the correlation between a corporate contract and the charter of a business company according to Russian law and foreign legal orders. The corporate contract should be considered as a civil-law deal concluded on the basis of public-law permissions. The subject matter of a corporate contract is corporate rights and obligations, the procedure for the exercise or non-exercise of which is established by agreement of the parties, and it is permissible to include in the contract elements of other types of transactions than those expressly provided for by the Civil Code of the Russian Federation. Under Russian law, a corporate contract is not subordinate to the company’s charter. Compliance with the imperative requirements of the law is sufficient to recognize a corporate agreement as valid regardless of its relation to the company’s charter.