Documente Academic
Documente Profesional
Documente Cultură
29 May 2008
Minority Shareholder Rights Internal Controls, Accounts and Audit Corporate Social Responsibility Role of General Counsel Role of Institutional Investors Whistleblowing Practical examples BAE / M&S Summary / Conclusion
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Private Public
Listed
LSE AIM
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Legal Framework
What is the regulatory framework for corporate governance? Case law Statute Companies Act
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Act in good faith Improper purpose Personal profit Failure to disclose own interest Failure to keep confidential information
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Act within powers Promote success of the company Exercise independent judgment
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Exercise reasonable care, skill and judgment Avoid conflicts of interest Not to accept benefits from third parties; and Declare an interest in a proposed transaction
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Can a director s liability be restricted or limited? Is it possible for the company to indemnify a director against liabilities? Can a director obtain insurance against personal liability? If so, can the company pay the insurance premium?
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Are there general rules relating to conflicts of interest between a director and the company? Are there restrictions on particular transactions between a company and its directors? Are there restrictions on the purchase or sale by a director of the shares in the company of which he is a director?
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Is there a limit on the length of their appointment? Are there restrictions on who can be the company s auditors? Are there restrictions on non-audit work that the auditors can do for the company that they audit accounts for? What is the potential liability of auditors to the company, shareholders and third parties if the audited accounts are inaccurate?
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BAE M&S
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Summary
Single board Clear division of responsibilities Balance of executive / non-executive directors Formal / transparent procedures relating to appointment Formal / transparent procedures for setting executive remuneration
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Summary (continued)
Balanced assessments of the company s position and maintenance of internal controls Formal / transparent procedures for responsibilities including an audit committee Maintenance of contact with shareholders Separate resolutions on all substantial issues at general meeting
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Conclusion
UK system 25 years
Russian system less experienced / early stages Impact of public markets / commercial objectives
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Michael Thompson
Michael is a partner in the London office of Steptoe & Johnson and is head of the Corporate Group. Michael focuses on Russian and CIS businesses. Michael specialises in all aspects of corporate finance work including advising both in relation to AIM and Stock Exchange listings, acquisitions and disposals of public and private companies, venture capital (including management and leveraged buyouts), joint venture and shareholder agreements.
mthompson@steptoe.com TEL: +44 (0)20 7367 8070 FAX: +44 (0)20 7367 8001
99 Gresham Street London EC2V 7NG United Kingdom
AREAS OF PRACTICE Corporate Transactions Telecommunications Media Law Technology Mergers, Acquisitions, and Joint Ventures EDUCATION
London School of Economics LL.M., 1988 University of Southampton LL.B., 1984
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Adam Greaves
Adam is a partner in the London office and specialises in commercial litigation and arbitration, particularly fraud and corruption and insurance and reinsurance disputes, principally in the English Commercial Court. Adam is recommended by the UK Legal 500 and has considerable experience in project managing large multi-jurisdictional disputes and obtaining or defending worldwide freezing injunctions. Jurisdictions with which he has worked include the UK, USA, Russia, India, Saudi Arabia, Iran, Lebanon, Brazil, Switzerland and various off-shore tax havens. In addition to the insurance/reinsurance industry, he has handled cases involving telecoms, aluminium, diamonds, construction, Islamic banking, media, information technology, shipbuilding, chemicals, pharmaceuticals, recruitment, investment, property development and accountancy.
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agreaves@steptoe.com TEL: +44 (0)20 7367 8050 FAX: +44 (0)20 7367 8001
99 Gresham Street London EC2V 7NG United Kingdom
AREAS OF PRACTICE Alternative Dispute Resolution Commercial Litigation, Insolvency & Creditors Rights Litigation Worldwide Arbitration & Dispute Resolution EDUCATION Essex University, L.L.B., 1983 Guildford Law College, Law Society Finals, 1984
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Egishe Dzhazoyan
Egishe is a Senior Associate in the London office, where he is a member of the International Dispute Resolution group. Prior to joining Steptoe & Johnson, Egishe practised for five years as a Russian qualified lawyer with a leading Moscow based law firm where he dealt with a number of high profile arbitration and litigation proceedings in various jurisdictions including Russia, USA, England, Sweden, Switzerland, Cyprus, BVI and France. He maintains a specific interest in Russian work and also has particular experience in representing clients in the telecom, metals and nuclear industries.
edzhazoyan@steptoe.com TEL: +44 (0)20 7367 8057 FAX: +44 (0)20 7367 8001
99 Gresham Street London EC2V 7NG United Kingdom
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Yuri Presniakov
Yuri is a solicitor based in the London office and has particular interest in Russia and Eastern European markets. Yuri is bilingual and has gained experience at law firms both in Russia and the UK and has gained experience in large scale corporate, litigation and arbitration involving Russian parties at Steptoe & Johnson. He has a Masters degree in Law from the London School of Economics and a Bachelors degree in Law from the University of Reading.
ypresniakov@steptoe.com TEL: +44 (0)20 7367 8055 FAX: +44 (0)20 7367 8001
99 Gresham Street London EC2V 7NG United Kingdom
AREAS OF PRACTICE
Corporate Transactions International Dispute Resolution
EDUCATION
London School of Economics LL.M., 2006 University of Reading LL.B., 2005
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Michael Thompson
Partner
Tel: Fax:
mthompson@steptoe.com
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