Institute of “Nominal Manager of the Company”: Essence, Forms, Motives and Risks of Application

Abstract

The article is a multidimensional study of the institution of figurehead in the contexts of Russian corporate governance, legal regulation and judicial enforcement. Applying analytical methods of scientific research to analyze the institution of figurehead, the author seeks to consider various aspects of this institution, including its essence, forms, motives for use, punishability and associated risks. The work reveals the approach of Russian judicial practice to the definition of a “nominal leader” as a formal, not actual leader. The author hypothesizes that shadow corporate governance is one of the subsystems of the domestic shadow economy, and that “nominal management of the company’s operating practices” is a class of diverse structures, the generation of one part of which pursues frankly destructive goals in social terms, the other is situationally reasonable. Analyzing scientific publications, legislative acts, and judicial practice, the authors reveal individual forms of nominal management of a company: nominal shareholder, nominal company, nominal corporate act, nominal member of the board of directors, “multi-machine operator”, “technical premier”, member of the family business team, the executor of the instructions of the team of actual leaders, the textbook nominal director and situational-transit versions of the nominal leadership. The article highlights the risks of using forms of figurehead: a fundamental change in law enforcement practice, loss of time for management approvals, loss of confidential information, reputational and entrepreneurial, loss of business, withdrawal of assets and raider takeover. Administrative-legal, expert and corporate approaches are described in the discussion about the limits of punishment for “nominalities”, emphasizing the paradoxical nature of the institutional interpretation of the phenomenon of nominalities. In general, the article offers a broad scientific and applied discussion on interdisciplinary methodological grounds.