Legal Liability of Directors and Company Officials Part 1: Substantive Grounds for Liability

Bernard S. Black, Brian R. Cheffins, Martin Gelter, Hwa-Jin Kim, Richard Nolan, Mathias M. Siems, Law Firm Linia Prava

Publication: Scientific journalJournal article


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.
Original languageEnglish
Pages (from-to)614 - 799
JournalColumbia Business Law Review
Issue number3
Publication statusPublished - 1 Mar 2007

Austrian Classification of Fields of Science and Technology (ÖFOS)

  • 505044 Corporate law
  • 505017 Comparative law

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