The Principle of Continuity of Participation in the Restructuring of Legal Entities

A study of whether shareholders and other company members should retain their participation when a company is restructured.

The thesis considers continuity of participation as a principle of corporate restructuring. It asks whether preserving membership follows from the nature of a corporation, rather than serving only as one possible form of compensation for the loss of a shareholding.

The analysis connects theories of corporate personality, membership and restructuring with legislation and case law. It draws on Russian, U.S. and European materials, including EU rules, and argues for continuity as a constitutive element of restructuring. It also proposes a corresponding amendment to the Russian Civil Code.

Completed at the Faculty of Law, Lomonosov Moscow State University, in 2024.