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International Liability of Corporate Directors, 2nd Edition

International Liability of Corporate Directors, 2nd Edition

  • Author:
  • Publisher: Juris Publishing_
  • ISBN: 9781578232857
  • Published In: June 2019
  • Format: Loose-leaf , 1102 pages
  • Jurisdiction: Argentina, Australia, Austria, Belgium, Brazil, Canada, China, Colombia, Denmark, Germany, Greece, India, Indonesia, International, Ireland, Italy, Luxembourg, Mexico, Norway, Philippines, Poland, Portugal, Russia, Slovenia, South Africa, Spain, Sweden, Switzerland, Thailand, U.K. ? Disclaimer:
    Countri(es) stated herein are used as reference only
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  • Description 
  • Contents 
  • Author 
  • Details

    International Liability of Corporate Directors - 2nd Edition covers in detail 29 jurisdictions in Europe, North America, Latin America and Asia. The work examines comprehensively with detailed analysis the laws applicable to company directors, including:


    - Sources of Liability
    - Inside and Outside Directors
    - Duties of Directors and Officers
    - Monitoring of Management
    - Director Compensation
    - Board Meetings
    - Election of Board of Directors
    - Access to Corporate Information
    - Deficient Corporate Reports
    - Fraudulent Transactions
    - Accounting Records and Control
    - Questionable Payments
    - Insider Trading
    - Duty to Exercise Care
    - Reliance on Advice of Others 
    - Usurpation of Corporate Opportunity
    - Competing with Corporation
    - Loans to or by Directors
    - Indemnification of Directors
    - Statutory Limitations on Directors' Liability
    - Liability in Third Party Actions

  • 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

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