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Limitation of Directors' Liability

In business today, directors’ personal liability constitutes a true financial risk. Extensive use of mechanisms for recovering losses from top executives renders their role one of the most responsible and risky within a company. With personal assets at risk, the director's strategy shifts from maximising profit to minimising personal risk.

BGP Litigation lawyers assist companies in building safeguards for top executives, including agreements on limiting their liability. This enables a director to act freely and robustly, making decisions that contribute to the company's growth without worrying about personal assets. The service is particularly sought-after by companies at the stage of dynamic growth and when making risky decisions on improving financial performance.

Services

How BGP Litigation can help
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  • analysing business processes, management structure and internal regulations governing the activities of top executives
  • drafting agreements on limiting a director's liability as per para. 5, Article 53.1 of the Russian Civil Code
  • drafting agreements on compensating directors for property losses by members or beneficiaries (under Russian and English law)
  • assessing risks of directors being held liable, including subsidiarily liable
  • amending the company's internal regulations, top executives' employment contracts and job profiles
  • structuring and providing legal support for D&O insurance
  • representing directors in talks with members
  • providing judicial protection for directors in corporate disputes, including recovery of losses and subsidiary liability
The product is particularly relevant for
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  • rapidly growing companies
  • entities striving to improve their financial performance by assuming risks
  • companies with a complex corporate and management structure

Practice

Team

Timur Unarokov
Partner, partner committee member — Corporate Law and M&A
Elena Rybalchenko
Counsel — Corporate Law and M&A
Irina Kuyantseva
Counsel — Corporate Law and M&A