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This Article concerns Russian corporate governance today. It starts by arguing that there are fundamental differences between the policy questions raised by SOEs and those raised by non-SOEs and that the analysis needs to separate out these two kinds of corporations. The Article then goes on to consider several ongoing issues relating to non-SOEs. To start, it suggests the need for a set of rules, backed by reliably applied stiff sanctions, requiring disclosure of all situations where a person, by himself or as a member of a coordinated group, is the beneficial owner of sufficient shares to be able to influence corporate action. Second, the Article argues for consideration of a minimum dividend requirement, suggesting that the resulting social benefits may well exceed the additional transaction costs involved. Third, the Article advocates creating a meaningful system of civil liability which, through its deterrence value, could, at least in the longer run, improve disclosure by Russian corporations. Finally, the Article argues for the share value maximization model regarding the question of nonshareholder stakeholders and their interests as especially appropriate for Russia.


Business Organizations Law | Comparative and Foreign Law | Law


Program in the Law and Economics of Capital Markets