CEU Electronic Theses and Dissertations, 2019
| Author | Penyk, Khrystyna |
|---|---|
| Title | Director's Fiduciary Duties: Should Delaware's Approach be Followed in Ukraine? |
| Summary | The new Law of Ukraine “On Limited Liability and Additional Liability Companies” is aimed at significant improvement of a regulatory framework and corporate governance of a limited liability company, which is the most common type of legal entities in Ukraine. However, one of its most controversial novelties is the express establishment of some fiduciary duties of directors. In light of these legislative changes, this thesis analyzes the approach of the State of Delaware with regard to regulation and limitation of fiduciary duties of directors (within LLCs and corporations) and the possibility of its implementation in Ukraine to enhance corporate governance within Ukrainian LLCs. The analysis is based on the comparative examination of legislation (both effective legislation and legislative history of regulations with regard to fiduciary duties) as well as relevant court practice of Delaware and Ukraine. The first part of the thesis puts into question the general concept of directors’ fiduciary duties. The second part discusses the scope of fiduciary duties in Delaware and Ukraine. The third part of this thesis is devoted to a critical analysis of different approaches of limiting fiduciary duties, focusing mainly on the business judgment rule and the possibility to eliminate and modify fiduciary duties by various agreements. The analysis of current policy concerning directors’ fiduciary duties in Ukraine reveals its inconsistency. The thesis proposes to amend Ukrainian legislation in the terrains of corporate and labor law and provides some implications of Delaware’s approach in Ukraine. |
| Supervisor | Lawrence, Jessica Charles |
| Department | Legal Studies LLM |
| Full text | https://www.etd.ceu.edu/2019/penyk_khrystyna.pdf |
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