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Guide to the Russian Federal Law on Joint Stock Companies

ISBN13: 9789041106063
ISBN: 9041106065
Published: November 1998
Publisher: Kluwer Law International
Format: Hardback
Price: £431.00

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The publisher will print a copy to fulfill your order. Books can take between 1 to 3 weeks. Looseleaf titles between 1 to 2 weeks.

The Russian law on joint stock companies, together with the civil code, is the principal law regulating the activities of joint stock companies in Russia today. Author Anna Tarassova was its primary Russian drafter, and authors Black and Kraakman served as advisors during the drafting process. This book aims to present their definitive examination and analysis of Russian company law.;The authors have bolstered their own first-hand perspective with the advice and guidance of practicing attorneys who work with this law on a daily basis.;The book also includes features of particular interest to academics, such as: an explanation of the theoretical structure of the law as a ""self-enforcing"" law; a critique of the new company law, including explication of places where the law complies with the letter of the Civil Code yet reaches results not contemplated by Civil Code drafters; a model company law which corrects errors and oversights in the draft that led to the actual company law and incorporates new ideas that emerged in the legislative process; and also an explanation of the differences between the model and actual law. An index of all references to Civil Code and company law and a subject matter index enhance this work even further as an accessible resource.

Part I A self-enforcing model of company law for emerging markets: overview of the self-enforcing model; the national contexts that shape company law; alternative approaches to company law; governance structure and voting rules; structural constraints on particular company actions; remedies; conclusion - self-enforcing law in emerging economies. Appendix: survey of company law in emerging markets. Part II Chapter-by-chapter analysis of the law: concept of a joint stock company under the civil code; general scope of the company law; general provisions of the law creation, reorganization, and liquidation of a company; charter capital - shares and other securities; issuance of shares and other securities; dividends; shareholder register; the shareholder meeting; board of directors and executive organ; acquisition and redemption of shares; major transactions and control transactions; transactions involving a conflict of interest; control over a company's financial-economic activity; financial accounts and information disclosure; final provisions. Appendix: model company law; model charter; law on joint stock companies; civil code of the RF (excerpts); Supreme Court/Supreme Arbitrage; court resolution No.