On Double (Multiple) Derivative Suits of Beneficial Owners in the Interests of Controlled Corporations

The current stage of economic development requires transparency of asset ownership, which implies disclosure of all levels of corporate structures and final beneficiaries. This trend can be traced in tax, anti-sanction, and bankruptcy legislation. Disclosure of the corporate ownership structure is the main prerequisite for the realisation of the beneficial owner’s right to sue in the interests of a controlled corporation. A formal legal approach that denies such a right creates an imbalance between the interests of investors and the economy as a whole, strengthens the agency problem, which negatively affects the activities of diversified holdings. The circumstances testifying to the violation of the subjective rights of the beneficiary are the unfair actions of the prevailing beneficiary and the management controlled by him in the context of a corporate conflict. The choice between the recovery of the reflected losses in favour of the beneficiary (parent company) and the recovery of losses in favour of the controlled company at the claim of the beneficiary is the main debatable issue. The domestic legal order generally recognises the admissibility of protecting the interests of beneficiaries when making insignificant corporate decisions at the operational level of the holding and making unprofitable transactions by management in collusion with a counterparty.