The article discusses the features of the formation and evolution of the Russian model of corporate governance. Particular attention is paid to the system of incentives and motivations that arise for enterprises within the existing regulatory environment. The author argues that one of the reasons for the systematic violation of corporate legislation in the 1990s was the fundamental transformation of state-owned enterprises into open joint-stock companies in the framework of mass privatization. As a result, several tens of thousands of "quasi-open" JSC appeared on the market, which did not need external shareholders and therefore deliberately provoked corporate conflicts. Therefore, the solution to the problems of corporate governance in Russia is currently associated not only with increasing pressure on "insiders" by tightening budget restrictions, protecting the rights of shareholders and the development of law enforcement. No less important can be the formation of the" right motivation", the creation of a system of indirect positive incentives for" insiders " as the main participants in the corporate governance processes, as well as measures aimed at reducing the costs generated by the legislation.