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U.S. Corporate Law Experts Visit to Russia
On July 12-15, 2010 with the support of the U.S. Russia Foundation U.S. corporate law experts visited Russia. The delegation included: David Katz, District Judge of the Northern District of Ohio, Christopher Bruner, Associate Professor of Law at Washington and Lee University, and Mathew Elkin, partner of a law firm Weil Gotshal.
On July 12 the U.S. experts attended a round table “Problems of Corporate Law in the Russian Federation and in the United States of America” held at the Supreme Commercial Court of the Russian Federation. The Russian participants were judges and experts of the Supreme Commercial Court including Judge L.A. Novoselova, Judge A.A. Makovskaya, Judge S.V. Sarbash, Judge D.I. Dedov, Judge I.V. Razumov, A.V. Egorov, Deputy Chief of Staff, R.S. Bevzenko, Head of Private Law Department, D.V. Novack, Deputy Head of Private Law Department, K.A. Kudelich, Head of International Law Devision of International Law and Cooperation Department, O.R. Zaitsev, Senior Advisor to Private Law Department, E.D. Suvorov, Adviser of Private Law Department, and L.Y. Sobina, Consultant of International Law and Cooperation Department, etc. The discussion focused on the most pressing issues of corporate law in the Russian Federation in comparison with the experience of the United States of America in this area, including issues related to corporate form, shareholders’ agreements, problems of decision-making in corporations and in the «deadlock» situation in private corporations, directors’ duties of care and loyalty, interested-party transactions, as well as the Draft Federal Law "On Amending Certain Legislative Acts of the Russian Federation with Regard to Bringing to Justice Members of the Management Bodies of Business Entities."
On July 13 the U.S. delegation visited the Ministry for Economic Development of the Russian Federation where it took part in an expert meeting “Current Issues of Corporate Law”. Together with the Russian participants (I.V. Oskolkov, Director of Corporate Governance Department, R.A. Kokorev, Deputy Director of Corporate Governance Department, S.N. Tsigankov, Director of Corporate Legislation Department, etc.) the U.S. experts discussed a wide range of issues on corporate law in the Russian Federation and in the United States of America. In particular, participants touched upon such issues as establishment and procedure for the state registration of legal entities, guarantees of creditors’ rights and liability of founders, governing bodies, members of the liquidation commission in case of liquidating an entity, corporate social responsibility, identifying and monitoring conflicts of interest, public and non-public corporations, as well as creation of a specialialist Financial Court, etc.
The program of the visit continued on July 15 in Rostov-on-Don, where The U.S. Region Workshop for the Judges of the Commercial Courts of the Northern Caucasus District “Corporate Debates” was held. The workshop was hosted by the 15th Commercial Court of Appeals. The workshop was attended by more than 60 people: chief judges, deputy chief judges of the commercial courts of the Northern Caucasus region, representatives of the Supreme Commercial Court of the Russian federation, as well as representatives of the Northern Caucasus Academy for Civil Service. The regional workshop covered a wide range of issues on Russian and U.S. corporate law. U.S. experts made presentations on such topics as "Mechanisms of Creditor Protection in Corporate Law" (Matthew R. Elkin), "The Concept of "Piercing the Corporate Veil" (Matthew R. Elkin), "Shareholders’ Agreements in U.S. Law" (David A. Katz), "The Problem of Deadlock in Private Corporations" (David A. Katz), "Responsibilities of Corporation Directors and its Staff to Exercise Due Diligence with Respect to Corporate Duty of Care and duty of loyalty" (Christopher M. Bruner). Reports from the Russian side were no less interesting: "The concept of Improving the Civil Code of the Russian Federation with Regard to Corporate Law" (Dmitry V. Novack, Deputy Head of Private Law Department of the Supreme Commercial Court of the Russian Federation), "Recovery of the Corporate Control as a Way to Restore the Violated Rights" (Y.G. Shokumov, Judge of the Commercial Court of Kabardino-Balkaria Republic),"Public Authenticity of the Information in the Uniform State Register of Legal Entities" (O.V. Babaeva, Judge of the Commercial Court of the Krasnodar region), "Current Issues in Corporate Law Jurisprudence" (M.N. Malykhina, Judge of the 15th Commercial Appeal Court), "On the Judicial Practice of Corporate Law in the Commercial Court of the Rostov Region (G.B. Kazachenko), "Protecting Majority Shareholders’ Rights", "The Problem of Abuses in Corporate Relations" (V.N. Khazikova, Judge of the Commercial Court of the Republic of Kalmykia), etc.
The U.S. experts visit was carried out within the framework of a partnership program between the U.S. Russian Foundation and the Supreme Commercial Court of the Russian Federation, started in early 2009.
Materials from the official website of the Supreme Commercial Court of the Russian Federation were used in preparing this text.
