Liability of Members of the Board of Directors to the Company for the Breach of Fiduciary Duties

The master dissertation is devoted to analysis the liability of board members for breach of fiduciary duties in Russian corporate law. The author deals with the nature and content of such fiduciary duties in respect to members of the board of directors of business companies, examines the limits of application of these duties to members, as well as the mechanism of holding members of the board of directors liable for breach of these duties, and ways to compensate for losses caused as a result of their breach using the example of derivative suit and liability insurance for members of the board of directors. The author concludes that members of the board of directors are liable for breach of fiduciary duties to act with care and in good faith to the company, but the application of the joint and several liability model is controversial. The dissertation presents the opinion that both derivative suit and liability insurance are effective mechanisms for compensation of losses caused by members of the board of directors, which is confirmed by foreign experience, however, both of these institutions should be further elaborated and developed for their proper application in Russian law.