Quotation Black, Bernard, Cheffins, Brian, Gelter, Martin, Kim, Hwa-Jin, Nolan, Richard, Siems, Mathias, Prava, Linia. 2008. Legal Liability of Directors and Company Officials Part 2: Court Procedures, Indemnification, and Administrative and Criminal Liability. University of Texas Law and Economics Research Paper No. 113.


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Abstract

This Article contains chapters 8-9, 11-13, and the Conclusion of a World Bank-sponsored Report, prepared in December 2006, to the Russian Federal Service on the Securities Market. We discuss the liability under company law of directors, senior company officials, and controlling shareholders of public companies in Canada, France, Germany, Korea, Russia, the United Kingdom, and the United States (with a more limited look at Austria, the European Union, Italy, Japan, and Latvia), and recommend amendments to Russian Company Law. We propose measures to 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; and protect directors against liability for business decisions adopted without a conflict of interest. A related article includes chapters 1 and 3 of the Report, and an introduction to the overall project by Prof. Black. These chapters address the substantive bases for liability of directors and company officials for breach of duty. See Legal Liability of Directors and Company Officials Part 1: Substantive Grounds for Liability (Report to the Russian Securities Agency), 2007 Columbia Business Law Review, pages 614-799, available at http://ssrn.com/abstract=1010306. The full Report is available at http://ssrn.com/abstract=1001990 (English version) and http://ssrn.com/abstract=1001991 (Russian version). It also addresses duties of directors for a company in financial distress, duties of a managing organization, the role of labor law in governing the relationship between a company and its directors and officials, whether this relationship is contractual or legal in nature, and differences between public and nonpublic companies.

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Publication's profile

Status of publication Published
Affiliation WU
Type of publication Working/discussion paper, preprint
Language English
Title Legal Liability of Directors and Company Officials Part 2: Court Procedures, Indemnification, and Administrative and Criminal Liability
Title of whole publication University of Texas Law and Economics Research Paper No. 113
Year 2008
URL http://ssrn.com/abstract=1010307

Associations

People
Gelter, Martin (Former researcher)
External
Black, Bernard (University of Texas, United States/USA)
Cheffins, Brian (University of Cambridge, United Kingdom)
Kim, Hwa-Jin (Seoul National University College of Law, Republic of Korea)
Nolan, Richard (University of Cambridge, United Kingdom)
Prava, Linia (Linia Prava Law Firm, Russian Federation)
Siems, Mathias (University of Edinburgh, United Kingdom)
Organization
Business Law II (Mock) AB (Details)
Research areas (Ă–STAT Classification 'Statistik Austria')
5208 Company law (Details)
5224 Comparative law (Details)
5230 Criminal law (Details)
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