Directors' Liability: A Worldwide Review

Front Cover
Alexander Loos
Kluwer Law International, 2010 - Business & Economics - 549 pages
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This is an expanded and updated edition of an acclaimed reference book for international business lawyers first published in 2006. Compiled under the auspices of the International Bar Association, this comparative study of a crucial issue in corporate law gives practitioners a unique tool for ascertaining and comparing the law affecting directors' liability in today's globalizing economies. In this new edition, covering a total of 41 jurisdictions, each of more than seventy senior lawyers in major firms provides a concise, detailed, and easy-to-understand summary on his or her home law on directors' liability. Authors whose research appeared in the first edition have updated their chapters, and the case law throughout the book now reflects published cases through the end of March 2010. The contributions describe the relevant law in force in each particular jurisdiction, along with an insightful discussion of trends and future prospects. For each of the different jurisdictions the authors detail and explain such factors as the following: national legal theories of director liabilities; recent cases dealing with directors' liability; socio-anthropological issues; corporate governance; liability issues; and indemnification and insurance. Where applicable, coverage also includes the legal implications of jurisdictional variations in such matters as judicial review, lawyer directorship, directors' reliance on outside professionals, and the effect of the European Action Plan. Jurisdictions in all continents are covered. An alphabetical key word register at the end of the book offers not only page numbers but, in addition, abbreviated country names, in order to facilitate finding the appropriate page numbers for the country desired. This one-of-a-kind publication will be of enormous value to legal practitioners, whether in private practice or in the legal department of a globally active company, as a comprehensive and easy access to the law of foreign jurisdictions on directors' liability.
 

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Contents

About the Editor and the Authors
li
Preface
lxxiii
Index of Abbreviations Abbreviation Country
lxxix
Chapter
3
Recent Cases Dealing with Directors Liability
5
Indemnification Directors and Officers Insurance
13
Lawyer Directorship
14
Chapter 2
19
Chapter 21
263
Liability Issues
269
Indemnification
273
Chapter 22
277
Corporate Governance
281
Indemnification and Insurance
289
Chapter 23
293
Chapter 24
303

Chapter
20
Recent Cases Dealing with Directors Liabilities
25
Liability Issues
31
Lawyer Directorship
35
Chapter 3
37
Judicial Review
41
Directors and Officers Insurance
47
Chapter 4
49
Liability Issues
56
Recent Cases Dealing with Directors Liability
64
SocioAnthropological Issues
66
Lawyer Directorship
72
Chapter 6
73
Winding Up
79
Chapter 7
81
Liability of Directors
88
Chapter 8
93
National Basics and National Legal Theories
95
Corporate Governance
99
Chapter 9
105
Corporate Governance
112
Chapter 10
121
Protection against Wrongs of Directors
131
Chapter 11
135
Liability Issues
142
Main Aspects of the Law Relevant to Directors
151
Exemption Indemnification and Insurance
160
Chapter 13
165
Basic Structures to Have a Board or Not Etc
166
Removal of Directors
168
Chapter 14
175
Judicial Review
181
The Peoples Republic of China
185
Liability Issues
189
Indemnification
194
Recent Cases Dealing with Directors Liability
200
Indemnification
206
Chapter 17
209
Cases Dealing with Directors Liability
213
Indemnification and Insurance
221
Chapter 18
223
Chapter 19
235
Liability Issues
243
Chapter 20
249
Judicial Review E g Tightening of Standards?
256
Liability Issues
309
Chapter 25
315
Liability Issues
320
Ways to Avoid or Limit Directors Liability
326
Lawyer Directorship
329
Chapter 26
331
Chapter 27
341
Developments in the Liability of Directors
350
Chapter 28
355
Liability of Board Members
360
SocioAnthropological Issues
369
Liability Issues
371
Lawyer Directorship
377
Chapter 30
379
Liability Issues
385
Recent Cases Dealing with Directors Liability
395
Indemnification
404
Chapter 32
409
Liability Issues
416
Judicial Review E g Tightening of Standards?
425
Indemnification
433
Chapter 34
437
Recent Cases Dealing with Directors Liability
440
Directors and Officers Insurance
446
Corporate Governance
453
Portugal
461
Liability Issues
467
Lawyer Directorship
471
SocioAnthropological Issues
477
Indemnification
483
Chapter 38
487
Recent Cases Dealing with Directors Liability
490
Other Methods of Protection
496
Chapter 39
499
Standards of Judicial Review
505
Indemnification
511
Chapter 40
513
Recent Cases Dealing with Directors Liability
518
Directors and Officers Insurance
525
Chapter 41
527
Recent Cases Dealing with Directors Liability
531
Indemnification
538
Subject Index
541
Copyright

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About the author (2010)

Rabbi Dr. Jack J. Cohen has had a long distinguished career as an educator, author and public servant. Before settling in Israel in 1961, he served as the Educational Director of Park Synagogue in Cleveland, the Director of the Jewish Reconstructionist Foundation, and the Rabbi of the Society for the Advancement of Judaism. During the last six and a half years of his tenure in the States, he also taught courses in the philosophy of religion and education at the Jewish Theological Seminary. In Israel, Dr. Cohen served for 23 years as the Director of the Hillel Foundation at Hebrew University and taught an annual seminar for students of the Reconstructionist Rabbinical College and a course in Jewish thought at the David Yellin College of Education.
Dr. Cohen has been widely published in Jewish journals and is the author of a number of books, among them The Case for Religious Naturalism, Jewish Education in Democratic Society, The Reunion of Isaac and Ishmael, Guides for an Age of Confusion and Major Philosophers of Jewish Prayer in the 20th Century.

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