Corporations and Quasi-Corporate Entities in the Digital Age: Regulatory Experience in Russia and Elsewhere

Abstract

The author explores the national and international experience of regulating corporations and quasi-corporate entities in the digital age. The study is motivated by high social and economic importance of corporations in modern society. Two sides of digitization impact are discussed: internal/procedural aspect of improving classical corporate forms, and the external aspect where digital environment is viewed as a new and unique operational space for corporations and quasi-corporate entities. A controversy between high adaptivity of corporations as economic agents and conservative dogmatism of corporations as legal entities was identified. In its first part, the article explores e-formats of incorporating, managing and operating corporations as business entities. These processes are characterized as procedural digitization not affecting the essence of corporations: while e-incorporation forms were widespread, digitization of corporate governance lagged considerably behind, only to suggest path of dependence. Bridging the gap was largely possible thanks to rapid adaptation of law to global challenges. A high potential of transparent cross-border corporate identity based on universal means of verification was found, with digitization able to considerably build up cross-border corporate operations. In its second part, the article explores in detail the experience of regulating digital platforms, ecosystems, data cooperatives and decentralized autonomous entities. With some exceptions, their legal regulation is conceptual rather than casuistic and risk-oriented. Moreover, with corporate law dogmatics subdued, it is the constructs of tort law which are primarily adopted. A special focus is on the development of specific categories of digital regulation outside classical and known comprehensive branches of law. As regards decentralized autonomous entities, their potential for coordinating digital activities is assessed positively, with adapted corporate legal standing relying primarily on protective provisions justified as applicable to them. Overall, it is identified the limits of applying classical corporate legal philosophy to digital transformation of corporations while underscoring the promise of adapting individual legal models to the digital environment.