Annotation

The article presents a comprehensive comparative legal analysis of the institute of nominee directors across the legal systems of Russia, the United Kingdom, and the United States. The relevance of the topic stems from the fact that, amid the globalization of economic activity and the increasing complexity of corporate structures, the use of nominee directors has become a widespread mechanism for ensuring the confidentiality of beneficial ownership, while giving rise to significant risks of erosion of corporate accountability and evasion of regulatory oversight. The study examines the legal grounds for the appointment of nominee directors, the scope of their powers, and the limits of their liability in each of the three jurisdictions. The author analyzes the Companies Act 2006 and the shadow director doctrine in the UK, fiduciary duties and the business judgment rule under Delaware law, as well as the Civil Code of the Russian Federation, Federal Law on Insolvency, Resolution of the Plenum of the Supreme Court No. 53 of 2017, and anti-money laundering legislation. Particular attention is paid to the analysis of Russian arbitration court practice on subsidiary liability of nominee directors and the criteria for distinguishing nominee from actual management developed in rulings of the Supreme Court of the Russian Federation. Practical recommendations for law enforcement are formulated, including evidentiary standards for establishing nominee status and de lege ferenda proposals for a legal definition of nominee director, creation of a register of controlling persons, and establishment of a differentiated fiduciary duty regime.