Analysis on Legal Regulation of the Liability of Members of the Board of Directors and Executive Organs of Companies (as of December 2006) (Отчет о результатах сравнительного анализа правового регулирования ответственности членов органов управления хозяйственных обществ (по состоянию на Декабрь 2006 года) (Russian Language Version)
Bernard S. Black
Northwestern University - School of Law; Northwestern University - Kellogg School of Management; European Corporate Governance Institute (ECGI)
Brian R. Cheffins
University of Cambridge - Faculty of Law; European Corporate Governance Institute (ECGI)
Fordham University School of Law; European Corporate Governance Institute (ECGI)
Seoul National University School of Law; University of Michigan Law School
University of York - York Law School
Mathias M. Siems
Durham University - Durham Law School; University of Cambridge - Centre for Business Research
Linia Prava Law Firm
November 1, 2008
U of Texas Law, Law and Econ Research Paper No. 110 (Russian version)
This is the Russian language version of the Report. The English version is available at http://ssrn.com/abstract=1001990
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. 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.
A revised and updated version of this Report was published as Правовое регулирование ответственности членов органов управления: анализ мировой практики (Альпина Паблишерз, 2010). This book is available at http://ssrn.com/abstract=1528182)
Note: Downloadable document is in Russian.
Number of Pages in PDF File: 339
Keywords: Russia, company law, liability of directors and officers
Date posted: February 17, 2008 ; Last revised: March 2, 2011
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