Quotation Black, Bernard S., Cheffins, Brian R., Gelter, Martin, Kim, Hwa-Jin, Nolan, Richard, Siems, Mathias M., Linia Prava, Law Firm. 2007. Legal Liability of Directors and Company Officials Part 1: Substantive Grounds for Liability. Columbia Business Law Review (3): 614-799.




This Article is an excerpt from a World Bank-sponsored Report, prepared in December 2006, to the Russian Federal Service for the Financial Market (FSFM). 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.


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Publication's profile

Status of publication Published
Affiliation WU
Type of publication Journal article
Journal Columbia Business Law Review
Language English
Title Legal Liability of Directors and Company Officials Part 1: Substantive Grounds for Liability
Number 3
Year 2007
Page from 614
Page to 799
Reviewed? N
URL http://ssrn.com/abstract=1010306


Gelter, Martin (Former researcher)
Black, Bernard S. (University of Texas, United States/USA)
Cheffins, Brian R. (University of Cambridge, United Kingdom)
Kim, Hwa-Jin (Seoul National University College of Law, Republic of Korea)
Linia Prava, Law Firm (Russian Federation)
Nolan, Richard (University of Cambridge, United Kingdom)
Siems, Mathias M. (University of Edinburgh, United Kingdom)
Civil Law and Civil Procedure Group V (Civil, Business and Insolvency Law) AB (Details)
Research areas (Ă–STAT Classification 'Statistik Austria')
5208 Company law (Details)
5224 Comparative law (Details)
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