Quotation Black, Bernard S., Cheffins, Brian R., Gelter, Martin, Kim, Hwa-Jin, Siems, Mathias M., Prava, Linia. 2007. Report to Russian Center for Capital Market Development: Comparative Analysis on Legal Regulation of the Liability of Members of the Board of Directors and Executive Organs of Companies. Austin:University of Texas.


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Abstract

The Russian language version of this report is available at http://ssrn.com/abstract=1001991. This Report was prepared, with support by the World Bank, for the Russian Center for Capital Market Development and the Russian Federal Service on the Securities Market (FSFM). We discuss the liability under company law of members of the board of directors, senior managers, and controlling shareholders of public companies in Canada, France, Germany, Korea, the United Kingdom, and the United States (plus a more limited look at Austria, the European Union, Italy, Japan, and Latvia), and apply this comparative analysis to the Russian context. We recommend amendments to the Russian Law on Joint Stock Companies and related legislation. We propose measures to enhance the effectiveness of derivative suits; define the concepts of good faith and conflict of interest; establish duties of disclosure and confidentiality; extend duties under company law to controlling shareholders and de facto directors for conflict of interest transactions; protect directors against liability for business decisions adopted without a conflict of interest. We do not recommend the creation of significant administrative or criminal liability, nor expanded duties of directors for a company in financial distress. This document includes a separate Overview of the Report by Professor Black which provides an overview of Russia's progress in creating a modern company law. The Overview and Chapters 1 and 3 will be published separately as Legal Liability of Directors and Company Officials Part 1: Substantive Grounds for Liability, 2007 Columbia Business Law Review 614-799, available at http://ssrn.com/abstract=1010306. Chapters 8-9 and 11-13 will be published separately as Legal Liability of Directors and Company Officials Part 2: Court Procedures, Indemnification and Insurance, and Administrative and Criminal Liability, 2008 Columbia Business Law Review

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Publication's profile

Status of publication Published
Affiliation WU
Type of publication Research report, expert opinion
Language English
Title Report to Russian Center for Capital Market Development: Comparative Analysis on Legal Regulation of the Liability of Members of the Board of Directors and Executive Organs of Companies
Location Austin
Academic institution University of Texas
Year 2007
URL http://ssrn.com/abstract=1001990

Associations

People
Gelter, Martin (Former researcher)
External
Black, Bernard S. (University of Texas at Austin, School of Law, United States/USA)
Cheffins, Brian R. (University of Cambridge, Faculty of Law, United Kingdom)
Kim, Hwa-Jin (Seoul National University College of Law, Republic of Korea)
Prava, Linia (Linia Prava Law Firm, Russian Federation)
Siems, Mathias M. (University of Edinburgh, School of Law, United Kingdom)
Organization
Business Law II (Mock) AB (Details)
Research areas (Ă–STAT Classification 'Statistik Austria')
5208 Company law (Details)
5224 Comparative law (Details)
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