The principle of good faith in the abuse of right in the form of greenmail

the article deals with the issues related to the principle of good faith in cases of abuse by participants of business companies of their corporate rights in the form of greenmail. Good faith is defined as an internal limit to the exercise of a subjective corporate right. In this case, only objective good faith is considered as a principle of law. A point of view is defended according to which subjective good faith has no legal significance in establishing the fact of abuse of right. Abuse of right is characterized as a special case of deliberate bad faith behavior. The work has been carried out to study the content of the principle of good faith through the prism of the obligation of participants of corporate legal relations to act in the interests of the business entity and their obligation to act with due regard for the interests of the business entity. It is substantiated that prevention of abuse of right in corporate legal relations is a prohibition, not an obligation. A point of view is proposed according to which, when exercising greenmail, it is possible both to breach the duty to act in the interests of the company and to breach the duty to act with due regard for the interests of the company. Private cases of greenmail on the part of business company participants are considered. Based on the findings of the courts in specific cases, possible criteria for specifying the duties that constitute the content of the principle of good faith have been identified.

good faith, abuse of right, greenmail, principle of law, bad faith, loyal behavior