Models of subsidiary liability of controlling persons in corporate and bankruptcy law of Russia and continental European countries: a comparative analysis

The subject of the study is the subsidiary liability of controlling persons of the debtor as a legal institution of civil law, examined from a comparative legal perspective using the examples of Russia, Germany, France, Italy, and Switzerland. The object of the study comprises the normative models of holding persons behind the corporate shell liable where the assets of the legal entity are insufficient to satisfy creditors' claims. The author provides a detailed analysis of such aspects as the legal nature of subsidiary liability in Russian civil and insolvency law, the German doctrines of Durchgriffshaftung and Existenzvernichtungshaftung, the French mechanism of responsabilit pour insuffisance d'actifs, the Italian system of liability, and the Swiss model. Particular attention is paid to the empirical dynamics of subsidiary liability enforcement in Russia (a tenfold increase over 2016–2024) and to the relationship between the institutions under study and the doctrine of piercing the corporate veil. The methodological framework comprises comparative legal, formal-doctrinal, and statistical methods. A functional approach to comparative law is applied, enabling comparison of institutions that differ in doctrinal nature but fulfill identical regulatory functions. The principal findings of the study are as follows. Russian subsidiary liability of controlling persons constitutes an original legal institution that is not an adaptation of any specific foreign model but rather combines elements of the German concept of liability for destruction of the entity's economic foundations, the French mechanism of compensation for insufficiency of assets, and the Anglo-American idea of veil piercing, while exceeding each of them in scope, severity, and breadth of potential respondents. The author's particular contribution consists in systematizing six key parameters of divergence across models (legal nature, scope of respondents, extent of liability, standard of fault, veil-piercing mechanism, and the role of insolvency law) and identifying the paradox between the high rate of successful claims (52% in 2024) and the low actual recovery rate of awarded amounts (approximately 4–5%). The novelty of the study lies in a comprehensive comparison of the Russian model with four continental legal systems taking into account the latest legislative developments, and in formulating recommendations for improving Russian legislation based on European experience.