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11.4. Legal Liability of Directors of Socially-Useful Entities: an Urgent Dialogue

Thursday, May 17
12:30 - 14:00

Hall #2, General Staff Building (6-8, Dvortsovaya sq.)

It is notable that executive body members are more and more often brought to different types of legal liability, and the amounts of damages, such persons are sentenced to pay, increase. However, many executives still escape any liability despite the fact that creditors, and sometimes government authorities, have to pay for the outcomes of their actions.

Some amendments to the Civil Code of the Russian Federation adopted in 2014 established the liability for one of the ways of the public misleading concerning a company’s affairs — criminal liability for statements and accounts forgery. However, this type of liability covers only heads of financial institutions. While in some world-known cases, such as Parmalat and Enron, the liability resulted from the creation of the illusion of high value of the respective company which violated the interests of investors and of the existing shareholders.  Should not a broader approach to this type of liability be considered?

In 2017 the law on business reputation of financial institutions executive body members was adopted. It provides, inter alia, for a “practice prohibition” for directors and management in case of a license revocation or a bankruptcy of the respective financial institution. A special liability is necessary for financial institutions to be managed by people with “clean hands”, as it relates to protection of interests and funds of general public — depositors, insured persons, retired people. However, unreasonable or unfair actions by executive bodies of public companies and issuers of listed bonds may also result in material damages.

So called “shadow directors” and impossibility to bring actual offenders to liability make urgent problems. Are some new legal solutions necessary, and are they possible?

The agenda of the round table will include the following issues:

  • The first results and lessons of application of the new regulations on business reputation of financial institutions executive body members.
  • Should we go further and extend the “blacklisting” procedures provided for in the law on business reputation to public issuers directors?
  • The practice of bringing managers and owners of insolvent banks to pecuniary liability: What are the reasons for its low efficiency?
  • Possible liability for damages in case of financial institution sanation.
  • Transformation of provisions of the Civil Code of the Russian Federation related to statements and accounts forgery: persons, events.

Moderator

Sergey Shvetsov

First Deputy Governor, Bank of Russia

Speakers

Andrey Gabov

The deputy director of the Institute, Institute of Legislation and Comparative Law Under the Government of the Russian Federation

Aleksey Guznov

Legal Department Director, Bank of Russia

Biography

Education, academic degree:

Moscow State University. Doctor of Legal Sciences (Ph.D. equivalent, higher doctorate).

 

Specialization, professional interests:

Theory of state and law, use of coercive measures, financial market regulation

 

Achievements and awards:

Honoured lawyer of the Russian Federation, 2nd class Order of Merit, winner of the Femida legal award

 

Publications, scientific works:

About 70 publications on law theory and financial market regulation, including numerous textbooks and monographs

Mikhail Konstantinov

Member of the Board - Head of the Legal Work Unit, INTER RAO PJSC

Elena Kuritsyna

Director Corporate Affairs Department, Bank of Russia

Yuliya Medvedeva

Director of Expert and Analytical Department, Deposit Insurance Agency

Dmitriy Stepanov

Partner of M&A and Corporate practice, Egorov Puginsky Afanasiev & Partners

Biography

Dmitry is actively involved in the improvement of Russian legislation and has 15+ years of hands-on experience in corporate law, securities, restructuring and corporate finance, M&A, and commercial litigation. As an active voice of the Russian business community, Dmitry took part in drafting of a new version of the Russian Civil Code being a member of both the Non-Profit Partnership for Enhancement of Corporate Law and the Presidential Task force to create an international financial centre in Moscow. In 2016 Dmitry became a member of working group developing the "road map" for the improvement of corporate governance at the Agency for Strategic Initiatives, and in 2017 - a member of the Expert Board on Corporate Governance for the Ministry of Economic Development of the Russian Federation. 

Other highlights in Dmitry’s experience in drafting of laws include advising the Russian Ministry of Economic Development and the Property Committee of the State Duma. He was also engaged in a joint project between the Inter-Parliamentary Assembly of the CIS States and the European Bank for Reconstruction & Development (EBRD) for drafting a Model Joint-Stock Law for the CIS countries.

Alongside with his law practice Dmitry teaches at the National Research University "Higher School of Economics".

Dmitry has a degree from the Moscow State Law Academy (1999, magna cum laude) and the Russian School of Private Law (2001, master’s degree in private law, magna cum laude). He completed his post-graduate studies at the Institute of Legislation and Comparative Legal Studies under the Russian Government in 2004. Subsequently in 2013 he earned an LL.M degree from Harvard Law School, and in 2015 successfully completed Master of Public Administration program at Harvard Kennedy School.


* The Programme may be subject to change