Control over organization control in centralized and decentralized systems

• Autores: Aleksei Gudkov
• Directores de la Tesis: Jorge Miquel Rodriguez (dir. tes.)
• Lectura: En la Universitat Autònoma de Barcelona ( España ) en 2018
• Idioma: español
• Tribunal Calificador de la Tesis: Jose L. Linares Pineda (presid.), Rafael Arenas García (secret.), Adoración Pérez Troya (voc.), Elena Boet Serra (voc.), Ramón Morral Soldevila (voc.)
• Programa de doctorado: Programa de Doctorado en Derecho por la Universidad Autónoma de Barcelona
• Materias:
  • Ciencias jurídicas y derecho
    • Derecho internacional
    • Derecho y legislación nacionales
      • Derecho civil
      • Derecho privado
• Enlaces
  • Tesis en acceso abierto en:  TESEO  TDX 
• Resumen

  • This interdisciplinary research project aims analysis of modern concept and determinants of controlling person; reviews historical development of concept; discuss the ability to identify power of control; helps to uncover factual distribution of power and hierarchies; proposes methods of control and analysis of controlling network structure. The research shows that the control over organization can be full, partial, lateral, vertical but cannot be absolute.

    Modern corporate law and corporate governance rules have a gap between obsolete legal rules and new network structures; legislation and social processes. There are a lot of non-standard situations where modern law is not working: VIE structures in China with indirect control; Cooperative minority Activists; and, finally, Decentralized Virtual Organizations.

    The corporate law has focused on the controlling person acting alone or with its affiliates. In practice, key players often form coalitions to get a control over corporation. It could be no key players at all, but only cooperative network of minorities or stakeholders. Existing methods of control analysis don’t provide parties, administrative bodies and judicial system with clear definition of control. Methods of control determination are working only in the simple cases. In respect to control by coalitions or existing in networking organizations, the definitions of control are vague and have no clear methodology. Though, the economic and social tools like Cooperative Game Analysis and Social Network Analysis can shed light on the process of formation of coalitions and create new regulations.

    Focusing on the best practice of the controlling shareholder regulation, minority shareholders rights protection, conflicts between minority and controlling shareholder and effectiveness of law implementation the project strengths the existing regulation and facilitates development of new rules to enhance the effectiveness of analysis of control over excessive power of the controlling person taking into account practical aspects of law implementation.

    The complimentary objective of the research is an analysis of modern determinants of control distribution over corporation, assets, transactions, and decentralized organizations on blockchain distributed network.

    On the ground of analysis, the methods of determination of control in complicated coalitions and network organizations are proposed. The control in decentralized network achieved and implemented faster with low quantity of errors, therefore, control is more comprehensive and pervasive. The present research suggests ways to overcome the existing problems with more precise identification of control in coalitions, networking societies and organizations with blurred ownership structure.

    The methodology is based on legal, economic, social and technological indicators. The feasible aspects of sole, shared and movable control are discussed.

    Control is viewed as movable essence, which could exist separately from beneficiaries and stakeholders of controlling and controlled organization. The research underlines the importance and influence of coalitions and networking societies. The Network Control Analysis enables analysis of control distribution among coalitions.

    Among others, the research is focused on: control in different branches of law (corporate, competition, tax); definition of controlling person; control of social groups over organization; methods of control determination and qualification; control over decentralized virtual organizations.