Succession if the reorganization of corporation is failed

The article analyzes the consequences of the failed reorganization of the corporation and the recognition by the court of the reorganization of the corporation as invalid by referring to the nature and content of such categories as the legal personality of a legal entity and universal succession. By referring to the essence of universal transitive succession, the necessity of termination of some legal entities and the emergence of others is proved so that transactions made by those created as a result of defective reorganization remain valid, and grants made, in particular, in fulfillment of such transactions are not considered unjustified enrichment. The existence of subjective rights and obligations for legal entities created as a result of the failed reorganization is explained by their legal personality. A comparison is made of the consequences of recognizing the reorganization of the corporation as failed and recognizing the transaction as invalid, as well as the consequences of conducting a defective reorganization and making a disputed or void transaction.   The methodological basis of the study was analysis, analogy, as well as deductive, comparative, hermeneutical and systematic methods. The novelty of the study lies in the conclusion about the consistency of succession when recognizing the reorganization of a corporation as invalid, despite the provisions of Article 60.2 of the Civil Code of the Russian Federation. The inconsistency of the provisions of the law on the consequences of declaring a reorganization invalid is emphasized in relation to the issue of the consistency of succession and the preservation of the validity of transactions concluded by legal entities created as a result of the failed reorganization, as well as perfect execution. It is concluded that it is impossible to compare both the consequences of recognizing the reorganization as failed and recognizing the transaction as invalid, as well as the consequences of conducting a defective reorganization and making a disputed or void transaction. This conclusion is justified by the "retroactive force" of the court's decision to declare the disputed transaction invalid, canceling the legal consequences of such a transaction. An insignificant transaction does not generate consequences at all.

succession, transitive succession, failed reorganization, legal personality, legal capacity, active capacity, transaction capacity, invalidity of transactions, worthless transactions, disputed transactions