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Legal Liability of Directors and Company Officials Part 1: Substantive Grounds for Liability (Report to the Russian Securities Agency)


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)

Martin Gelter


Fordham University School of Law; European Corporate Governance Institute (ECGI)

Hwa-Jin Kim


Seoul National University School of Law; University of Michigan Law School

Richard Nolan


University of Cambridge - St John's College

Mathias M. Siems


Durham University - Durham Law School; University of Cambridge - Centre for Business Research

Linia Prava


Linia Prava Law Firm

2007

Columbia Business Law Review, pp. 614-799, 2007
ECGI - Law Working Paper
U of Texas Law, Law and Econ Research Paper No. 112

Abstract:     
This Article is an excerpt from 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. It includes an Introduction by Prof. Black which provides an overview of Russia's progress in creating a modern company law.

A related Article, also excerpted from this Report, addresses procedural rules for shareholder lawsuits and administrative and criminal liability of directors and company officials. See Legal Liability of Directors and Company Officials Part 2: Court Procedures, Indemnification and Insurance, and Administrative and Criminal Liability (Report to the Russian Securities Agency), COLUM. BUS. L. REV. (forthcoming 2008), available at http://ssrn.com/abstract=1010307.

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.

Number of Pages in PDF File: 185

Keywords: Russia, company law, liability of directors and officers

JEL Classification: K22

Accepted Paper Series


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Date posted: January 11, 2008 ; Last revised: October 19, 2010

Suggested Citation

Black, Bernard S. and Cheffins, Brian R. and Gelter, Martin and Kim, Hwa-Jin and Nolan, Richard and Siems, Mathias M. and Prava, Linia, Legal Liability of Directors and Company Officials Part 1: Substantive Grounds for Liability (Report to the Russian Securities Agency) (2007). Columbia Business Law Review, pp. 614-799, 2007; ECGI - Law Working Paper; U of Texas Law, Law and Econ Research Paper No. 112. Available at SSRN: http://ssrn.com/abstract=1010306

Contact Information

Bernard S. Black (Contact Author)
Northwestern University - School of Law ( email )
375 E. Chicago Ave
Unit 1505
Chicago, IL 60611
United States
512-503-2784 (Phone)

Northwestern University - Kellogg School of Management
2001 Sheridan Road
Evanston, IL 60208
United States
847-491-5049 (Phone)
European Corporate Governance Institute (ECGI)
Brussels
Belgium
Brian R. Cheffins
University of Cambridge - Faculty of Law ( email )
10 West Road
Cambridge, CB3 9DZ
United Kingdom
+44 1223 330084 (Phone)
+44 1223 330055 (Fax)

European Corporate Governance Institute (ECGI)
c/o ECARES ULB CP 114
B-1050 Brussels
Belgium
Martin Gelter
Fordham University School of Law ( email )
140 West 62nd Street
New York, NY 10023
United States
646-312-8752 (Phone)
HOME PAGE: http://law.fordham.edu/faculty/10929.htm
European Corporate Governance Institute (ECGI)
Brussels, B-1050
Belgium
HOME PAGE: http://www.ecgi.org/members_directory/member.php?member_id=621
Hwa-Jin Kim
Seoul National University School of Law ( email )
San 56-1 Kwanak-gu, Shilim-dong
Seoul
Korea
University of Michigan Law School ( email )
625 South State Street
Ann Arbor, MI 48109-1215
United States
Richard C. Nolan
University of Cambridge - St John's College ( email )
10 West Road
Cambridge, CB3 9DZ
United Kingdom
01223 338750 (Phone)
01223 337720 (Fax)

Mathias M. Siems
Durham University - Durham Law School ( email )
50 North Bailey
Durham, County Durham DH1 3ET
United Kingdom
HOME PAGE: http://www.dur.ac.uk/mathias.siems
University of Cambridge - Centre for Business Research ( email )
Top Floor, Judge Business School Building
Trumpington Street
Cambridge, CB2 1AG
United Kingdom
HOME PAGE: http://www.cbr.cam.ac.uk/about_us/siems.htm
Linia Prava
Linia Prava Law Firm ( email )
Gorky Park Tower
15A Leninski Prospekt
Moscow
Russia
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