The European framework for creditor protection has undergone a remarkable transformation in recent years. While the ECJ's Centros case and its progeny have introduced free choice with respect to the State of incorporation, and hence the substantive company law regime, the European Insolvency...

Entrepreneurship sometimes involves violations of legal norms, such as parking prohibitions, competition law, and others. According to the prevailing view in the legal literature, the agent or manager (and not the company) is required to bear the costs, even if the activity was beneficial ex...

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...

The Russian version of this paper is available at http://ssrn.com/abstract=1001991. An updated Russian language version was published as Правовое Регулирование Ответственности Членов Органов Управления: Анализ Мировой...

This Article explores the influence of the pension system on corporate governance, which has so far received little attention in the corporate law literature. While the shareholder-centric view of corporate governance is strong today, this is a relatively recent development. “Managerial...

The most fundamental comparative corporate governance debates have often focused on two issues. The first one concerns ownership structure: Why are large corporations in some corporate governance system owned by a multitude of disempowered shareholders, thus effectively giving management free...