TY  - JOUR
TI  - Legal Liability of Directors and Company Officials Part 2: Court Procedures, Indemnification, and Administrative and Criminal Liability
AB  - This Article contains chapters 8-9, 11-13, and the Conclusion of 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.
SP  - 1
EP  - 171
UR  - http://ssrn.com/abstract=1010307
PY  - 2008-04-01
JO  - Columbia Business Law Review
AU  - Black, Bernard 
AU  - Cheffins, Brian 
AU  - Gelter, Martin 
AU  - Kim, Hwa-Jin 
AU  - Nolan, Richard 
AU  - Siems, Mathias 
AU  - Prava, Linia 
ER -