International Liability of Corporate Directors, 2nd Edition

Argentina
Introduction
Board of Directors
Contracts with the Corporation
Competing with the Corporation
Corporate Governance Rules for Public Companies
Corporate Governance Rules for Privately Held Companies
Shareholders' Meetings
Corporate Administration Within the Board of Directors
Surveillance of the Board of Directors
Remuneration of Directors and Managers
Removal of Directors
Directors' and Shareholders' Liability
Piercing the Corporate Veil
Corporate Liability in Insolvency Procedures
 

Australia
Introduction
Nature of Company Management 
Other Potential Liabilities for Directors
Directors' Statutory Liabilities
Recent Issues Affecting Directors' Liability
Conclusion
 

Austria
Introduction
Shareholders and Management
Limited-Liability Companies and Stock Corporations

Belgium
Introduction
Board of Directors
Daily Management
Delegation of Powers
Directors' Liability 

Brazil
Introduction
Overview of the Corporations Law
Civil Liability Actions
Management Liability in Company Conversions
 

Canada
Introduction
Sources of Liability
Directors and Officers
Inside and Outside Directors
Duties of Directors and Officers
Monitoring of Management
Director Compensation
Board Meetings
Electrion of Board of Directors
Access to Corporate Information
False Information in Registration of Business
Registration or Prospectus Violations
Deficient Corporate Reports
Fraudulent Transactions
Accounting Records and Control
Questionable Payments
Insider Trading
"Short Wing" Profits
Transactions Prior to or Subsequent to Director's Term
Duty to Exercise Care
Reliance on Advice of Others 
Usurpation of Corporate Opportunity
Competing with Corporation
Loans to or by Directors
Liabilities Arising from Defenses to Takeover Bids
Indemnification of Directors
Statutory Limitations on Directors' Liability
Liability in Third Party Actions

China
Introduction
Company Law and Foreign-Invested Enterprises Laws
Notion of Company
Types of Companies under Company Law
Corporate Management Structure
Fiduciary Duties
Shareholder Protection
Legal Liabilities under Company Law
Conclusion

Colombia
Introduction
Commercial Liability 
Tax Liability
Accounting Liability 
Foreign Exchange and Customs Liability
Directors' Liability Regarding State Contracting
Penal Liability

Denmark
Introduction
Development and Legal Basis of Danish Company Law
Standard of Liability
Limitation of Liability
Management Structures and Directors' Duties
Case Law on Corporate Directors' Liability
Special Problems
Directors in a Listed Company
Insurance against Liability of Corporate Directors

England
Introduction
Directors' Powers
Statutory Directors' Duties under Companies Act 2006
Duties under Insolvency Act 1986
Insider Dealing, Market Abuse, and Fraud
Duties under the Financial Services and Markets Act 2000
Other Statutory Duties
Take-Overs
Other Liabilities
Proceedings against Directors
Avoiding Liability
 

Germany
Introduction
Management
Private International Law
 

Greece
Introduction
Distinction between Directors and Officers
Directors' Liabilities
Conclusion


India
Introduction
Corporate Directors in the Indian Context
Directors' Liability
Indemnification of Directors
Directors' Indemnity Insurance
Conclusion

Indonesia
Introduction
Directors and Commissioners
Corporate Requirements

Ireland
Introduction
Directors and Other Officers
Authority of Directors
Election of the Board of Directors
Director Compensation
Board Meetings
Access to Corporate Information
False Information in Registration of the Business
Fraudulent Transactions
Deficient Corporate Reports
Accounting Records and Controls
Questionable Payments
Take-Overs and Mergers
Transactions Prior to or Subsequent to the Term of the Director
Duty to Exercise Care
Competing with Corporation
Loans to or by Directors
Liabilities in Tender Offers
Defense, Indemnity, Insurance and Limitations
Liability in Third-Party Actions
Future Developments

Italy
Italian Corporate Models
Officers and Directors
Duties of Directors
Directors' and Officers' Insurance
Conclusion
 

Luxembourg
Introduction
Board of Directors
Rights and Duties of Corporate Directors
Supervision and Disclosure
Extent of Liabilities
Legal Regime for Directors' Liability
Extended Liability of Corporate Directors
Criminal Liability of Corporate Entities

Mexico
Introduction
Distinction between Directors and Officers
Liabilities Related to Contracts of Executive Directors 
Inside and Independent Directors
Monitoring of Management 
Board of Directors and Managers
Defense of Directors by Corporation
Directors' Liability Insurance


Norway
Introduction
Criminal Liability
Civil Law Liability
Liability for Damages in Limited Companies
Directors' Liability Insurance
Exclusion of Liability
Time Limitation on Liability Claims
 

The Philippines
Introduction
Distinction between Officers and Directors
Liabilities Related to Contracts of Executive Directors 
Board of Directors
Directors' and Officers' Liability
Defense of Directors by the Corporation
Protection against Directors' and Officers' Liability 
Statutory Limitations on Directors' Liability
Liability in Third-Party Actions

Poland
Introduction
Dualistic (Two-Tier) Board System
Management Board
Supervisory Board
Agreements with Directors
Ban on Competition
Monitoring
Organizational Liability of Directors
Directors' Civil Liability
Inside Directors' Liability for the Company's Tax Obligations
Inside Information
Selected Issues of Directors' Criminal Liability
Conclusion

Portugal
Introduction
Overview of Portuguese Legal Framework
Particular Aspects

Russia
Introduction
Overview of Corporate Directors
Formation and Operation of the Board of Directors
Directors' Rights, Duties, and Liability

Slovenia
Introduction
Management Structures
Liability of Management and Supervisory Bodies
Other Legal Aspects of Directors' Liability
 

South Africa
Introduction
Distinction between Officers and Directors
Contracts of Executive Directors
Board of Directors
Directors' Duties
Directors' Liability
Directors' Protection against Liability
Conclusion

Spain
Introduction
Distinction between Officers and Directors
Executive Directors
General Liability Regime for Directors
Election of Board of Directors
Director Compensation
Accounting Records and Control
Insider Trading
Conflict of Interest
Loans to or by Directors
Defense of Directors by Corporation

Sweden
Introduction
Authority and Duties of Board of Directors and Managing Director
Contracts of Executive Directors
Board of Director's Remuneration
Access to Corporate Information
Fraudulent Transactions and Questionable Payments
Monitoring Management
Liability
Code of Conduct for Listed Companies

Switzerland
Introduction
Definition of Corporate Director
Board of Directors in Swiss Corporate Law
Corporate Directors' Duties
Corporate Directors' Civil Liability
Corporate Directors' Criminal Liability
Conclusion

Thailand
Introduction
Officers and Directors
Corporate Requirements
Liabilities
Defense of Directors

About the Editor:
Christian Campbell is the Assistant Director of the Center for International Legal Studies (CILS) in Salzburg, Austria, and teaches as an adjunct Professor at Suffolk University Law School. He is a Member British Institute of International and Comparative Law and Founder and Co-Director 2007 of the FDI Moot, Law Student Competition for Investor-State Arbitration. Before joining CILS he was a research assistant at Salzburg University under Professor Christoph Schreuer and had been previously employed in the Legal Department of Philips Petroleum Europe/Africa and in private practice at Shakespeare's Solicitors, Birmingham, England.

About the General Editor:
Professor Dennis Campbell is the Director of the Center for International Legal Studies (CILS) in Salzburg, Austria, and teaches as an adjunct Professor at Suffolk University Law School. He is the former Director of International Programs and Professor of Law at University of the Pacific, McGeorge School of Law. He has lectured at Stockholm University, Helsinki University, Salzburg University, National University of Taiwan, Warsaw University, and Jagiellonian University. He is a member of the New York State Bar and the Iowa State Bar and is a former Assistant Secretary of the California State Senate.

Contributors Include:

Argentina - Javier Canosa, Canosa Abogados, Buenos Aires, Argentina

Australia - Robert Baxt and Ben Morawetz, Freehills, Melbourne Victoria, Australia

Austria - Wolfgang G. Kretschmer, Katharina Perkonig and Martin Ramharter, Strohal Kretschmer Rebasso, Vienna, Austria

Belgium - Roel Nieuwdorp, Ambos NBGO, Brussels, Belgium

Brazil - Renato Maluf, Gabriela Kron and Karolina Joanna Ziembla (translator), Amaral Gurgel Fischer & Forster, Sao Paulo, Brazil; Jonathan Pitman, Pitman & Co, Bedford, England

Canada - Lauren Lackie, Belinda E. Schubert, Evelyn Perez Youssoufian, Orie H. Niedzviecki, and Igor Ellyn, Ellyn Law LLP, Toronto, Ontario

China - Wei Shen, KoGuan Law School, Shanghai, China

Colombia - Natalia Tobón, Cavelier Abogados, Bogotá, Colombia

Denmark - Jorgen Boe and Jonatan Strenov, Kromann Reumert, Aarhus, Denmark

England - Richard Barham, SNR Denton, London, England

Germany - Georg A. Wittuhn, Huth Dietrich Hahn, Hamburg, Germany

Greece - Aggeliki Samara, Pantelidis Law Offices, Athens, Greece

India - Kiran Prakash, Ravi Kini and Dushyant Deep, M.V.Kini & Co, Mumbai, India

Ireland - Kevin Hoy, Liam Brazil and David Mangan, Mason Hayes+Curran, Dublin, Ireland

Indonesia - Guy Des Rosiers and Rahayu N. Hoed, Makarim & Taira S., Jakarta, Indonesia

Italy - Ruthann Granito and Francesca Bertini, GRANITO LTD, New York, New York, United States

Luxembourg - Michel Molitor, Molitor Avocats à la Cour, Luxembourg, Luxembourg

Mexico - Santiago Ferrer P. and Juan Francisco Torres Landa R., Barrera, Siqueiros y Torres Landa, S.C., Mexico, D.F., Mexico

Norway - Erik v. Hirsch, Wiersholm Mellbye & Bech, Oslo, Norway

The Philippines - Elaine Patricia S. Reyes, Aison Benedict C. Velasco, J. Alessandra G. Cochico and Everlene O. Lee, Angara Abello Concepcion Regala & Cruz Law Offices, Metro Manila, Philippines

Poland - Joanna Karniol, Karniol Malecki i Wspolnicy Sp. k., Warsaw, Poland

Portugal - Diogo Perestrelo, Ana Alves Leal and Elsa Pardal, Cuatrecasas, Lisbon, Portugal

Russia - Maria Kosova, Vladimir Markin and Daria Medvedenko, Orrick (CIS) LLC, Moscow, Russia

Slovenia - Peter Podgorelec, University of Maribor, Faculty of Law and Saša Prelič, University of Maribor, Faculty of Law, Maribor, Slovenia

South Africa - Stephen Kennedy-Good, Deneys Reitz Inc., Sandton, South Africa

Spain - Alejandro Payá, María Igea, Pablo Murcia and Angela Wang, Cuatrecasas, Barcelona, Spain

Sweden - Håkan Fohlin, Setterwalls, Stockholm, Sweden

Switzerland - Dimitri Iafaev and Sonja Maeder, LALIVE Attorneys-at-Law, Geneva, Switzerland

Thailand - Jayavadh Bunnag, ILCT - International Legal Counsellors Thailand, Bangkok Thailand