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Corporate Liability

Personal liability risks for top managers are rapidly intensifying. The economic environment requires businesses to take bespoke and often risky decisions that may inflict losses on the company, resulting in lawsuits against management. Commercial courts annually handle around a thousand claims for recovering losses from business executives and uphold almost half of them, exposing not only directors but also shareholders, board members, beneficiaries and managing organisations to potential legal liability. Corporate losses can be recovered from management even without bankruptcy proceedings: for any actions recognised as made in bad faith or unreasonable, from entering into a transaction and rewarding an officer to starting a new line of business. A lawsuit can be filed by the company itself (through its director), its members and shareholders (in a joint-stock company, those holding at least 1% of the voting shares) and directors who are board members. Action is often initiated by newly hired managers.

Changes to ownership and management structure linked to sanctions or new shareholders and investors further active development of defence mechanisms for directors: liability limitation and insurance agreements.

Services

How can BGP Litigation help
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  • perform a preventive audit of the corporate governance framework to identify potential risks of liability for losses, including a review of internal documents, minutes, contracts and other related papers
  • develop recommendations for revising and enhancing decision-making procedures to mitigate managers’ personal liability risks
  • prepare documentation to eliminate potential claims and strategise legal protection (when management decisions have already been made)
  • prepare expert evaluation opinions to justify economic feasibility of decisions, including by top national higher educational institutions
  • build an accountability cascading system
  • develop a reward programme
  • support finance-raising transactions
  • draft liability limitation agreements
  • provide support for management liability insurance procedures
  • represent clients in litigation, acting as both claimants and defendants
The services are specifically relevant for
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  • big companies with several governing bodies
  • companies that might change their ownership structure and members of the governing bodies
  • companies run by Russian management that have exited the Russian market but might potentially return to foreign management
  • dynamic companies expanding their operations and starting new lines of business
  • banks and other credit institutions

Practice

We advised:

An e-commerce company by analysing

the risk profile of its employee reward system and stock option programme, readjusting its corporate governance, creating templates and filling in documents, and drafting documents justifying the economic feasibility of transactions being approved

A major Russian bank

by providing legal support for the meetings of its board of directors and advising on how to draft documents

An office space rental agency

in connection with the payment of remunerations, limiting and insuring the liability of its board members, including drafting tailored agreements to be executed with its directors, developing regulations detailing remuneration payment procedures, issuing a legal opinion on Directors & Officers Liability Insurance considering Russian and international practice, and developing an internal procedure for approving D&O programmes

One of the leading players of the car loan

market in drafting comprehensive by-laws for its board of directors and by issuing recommendations for entering into agreements to enable its board members to dodge recourse claims that might potentially be filed by the company

A director and shareholder of a major international group

specialising in industrial processes and design in defending proceedings brought against him over a dispute involving another shareholder who sought the recovery of corporate losses incurred to finance mining operations

Team

Dmitry Bazarov
Partner, partner committee member, attorney — Dispute Resolution, Bankruptcy
Vladimir Efremov
Partner, attorney — Dispute Resolution, Bankruptcy
Vladimir Klimenko
Counsel, attorney — Bankruptcy, Dispute resolution