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General Principles of Company Law for Transition Economies (English Version)


Gainan Avilov


Institute for Legislation and Comparative Law, Russian Federation

Bernard S. Black


Northwestern University - School of Law; Northwestern University - Kellogg School of Management; European Corporate Governance Institute (ECGI)

Dominique Carreau


University of Paris

Oksana Kozyr


Research Center for Private Law, Russian Federation

Stilpon Nestor


Organization for Economic Co-Operation and Development (OECD) - Corporate Affairs Division

Sarah Reynolds


SJ Reynolds Associates

July 1998

Stanford Law School, Olin Law and Economics Working Paper No. 165; and Columbia Law School, Law and Economic Studies Working Paper No. 138

Abstract:     
1. This document sets forth proposed principles for a legislation on stock companies that are considered to be appropriate for a country making the transition from a centrally planned economy to a market economy. For each, views on the topic are explained and alternative approaches considered. The approaches currently used in three OECD economies - France, Germany, and the United States - are summarised, as well as those existing in the Russian Federation, a transition economy that has recently adopted a modern company law.

2. The focus of this exercise is company law, i.e. legislation that regulates commercial organizations with limited liability and investments represented by shares: corporations in the US, aktiengesellschaften in Germany, societes anonymes in France, joint stock companies in Russia. Although legislation on joint stock companies is the object of primary focus, all countries will need to have legislation providing for other types of business organisations. This will not be discussed here however, except when their provisions are relevant to the assumptions underlying this document. It is nevertheless important to note that the legislation should exhaustively list all available forms of legal entities, and that registration procedures should ensure a clear identification of every registered legal entity. This is mainly because improper formation of a legal entity might have dire consequences for both investors and third parties.

3. The discussion of company law principles in this document is based on an assumption of a civil law environment, i.e. the existence of a general civil code. Excluded from consideration are laws regulating securities exchanges and the rules for the general offering of securities to the public. It should however be noted that sometimes the boundaries between company and securities laws are blurred. Some countries will choose to regulate certain issues related to publicly-quoted companies and their shareholders through securities regulation while others include such provisions in the general company legislation. The principles that are discussed here and address these grey-area issues can be applied in either context. Regulations of the general relationship between stock companies and their employees, and special rules designed to handle the specific issues that arise for financial and industrial groups are also not discussed here. Finally, while the document considers the civil remedies for violation of the company law, it does not address criminal law issues related to stock companies and their behaviour.


Published in English and Russian in:
24 Journal of Corporation Law 190-293 (1999); Stanford Law School, John M. Olin Program in Law and Economics Working Paper No. 165; Columbia Law School, Center for Law and Economic Studies Working Paper No. 138

This paper is available in English (below) and Russian at: http://ssrn.com/abstract=127208

Number of Pages in PDF File: 44

JEL Classification: G18, G38, K22, P21

Accepted Paper Series


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Date posted: September 2, 1998  

Suggested Citation

Avilov, Gainan and Black, Bernard S. and Carreau, Dominique and Kozyr, Oksana and Nestor, Stilpon and Reynolds, Sarah, General Principles of Company Law for Transition Economies (English Version) (July 1998). As published in Journal of Corporation Law, Vol. 24, pp. 190-293, 1999. Available at SSRN: http://ssrn.com/abstract=126539 or http://dx.doi.org/10.2139/ssrn.126539

Contact Information

Gainan Avilov
Institute for Legislation and Comparative Law, Russian Federation
Moscow
Russia
Bernard S. Black
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
Dominique Carreau
University of Paris
61 avenue du General de Gaulle
Creteil cedex, 94010
France
Oksana Kozyr
Research Center for Private Law, Russian Federation
Moscow
Russia
Stilpon Nestor (Contact Author)
Organization for Economic Co-Operation and Development (OECD) - Corporate Affairs Division ( email )
Paris
France
Sarah Reynolds
SJ Reynolds Associates ( email )
265 Marlboro Road
Sudbury, MA 01776
United States
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