Quotation Black, Bernard, Cheffins, Brian, Gelter, Martin, Kim, Hwa-Jin, Nolan, Richard, Siems, Mathias, Prava, Linia. 2007. Legal Liability of Directors and Company Officials Part 1: Substantive Grounds for Liability. University of Texas Law and Economics Research Paper No. 112.




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=1000990 (English version) and http://ssrn.com/abstract=1000991 (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 1: Substantive Grounds for Liability
Title of whole publication University of Texas Law and Economics Research Paper No. 112
Year 2007
URL http://ssrn.com/abstract=1010306


Gelter, Martin (Former researcher)
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)
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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