Terminological borrowings in Russian law and their adaptation to the national legal system on the example of corporate regulation

Abstract

The article examines the multifaceted processes of terminological reception and adaptation of foreign concepts in Russian corporate law, conditioned by the historical interaction of the Romano-Germanic legal family with the Anglo-American tradition against the backdrop of radical economic transformation. The evolution of the terminological apparatus is traced from the pre-revolutionary influence of French and German law, through the stagnation of the Soviet period, to the eclectic borrowings at the turn of the 1980s – 1990s, when the need to form the infrastructure of business entities, the securities market, and corporate governance in the context of globalization led to the mechanical transfer of terms that caused semantic discrepancies and dysfunctions in law enforcement. Transformations in the content of the concepts «corporation», «board of directors (supervisory board)» (which combines the Anglo-American and German models), «independent director», «beneficial owner», corporate agreement, fiduciary duties, good faith, derivative action, estoppel, compliance, due diligence, representations and warranties, indemnity, piercing the corporate veil, and stakeholder are analyzed. Four models of terminological adaptation are distinguished: full assimilation, calquing with semantic transformation, parallel coexistence of terms, and transliteration. Their impact on legal certainty, communication among participants in turnover, and the effectiveness of regulation is assessed. Through comparative study of normative acts, judicial practice of the highest courts, and doctrinal positions, the mechanism of integration of borrowed constructions is revealed through judicial interpretation and doctrinal development, taking into account the systemic features of the national legal order, international standards, and trends of sovereigntization. This contributes to the harmonization of the terminological apparatus of corporate law in the context of interaction between different legal traditions. The presented material makes it possible to establish the main content of the article, assess its significance for the theory of legal reception, and decide on consulting the full text.