Publisher's Synopsis
The third edition of Directors' and Officers' Liability has never been more necessary, providing an up-to-date, straightforward explanation of the obligations of directors and officers of public companies. The book is written and organized so that directors and officers can better understand their duties. Chapters explain the background of an obligation, the manner in which a director or officer can satisfy it, and current trends with respect to it, with reference to market or "good practices" expectations. Chapters then discuss the consequences of a director's or officer's failing to comply with the obligation or with not meeting market expectations. Additionally, chapters include the major defenses available to the director and officer. Directors' and Officers' Liability delivers the guidance needed to minimize the legal exposure of corporate heads and help them meet the professional performance expectations of demanding shareholders. Directors' and Officers' Liability enables corporate executives to: • Satisfy duties of care, loyalty, good faith, and disclosure (and avoid charges of negligence and conflict of interest, among others) • Meet certification, due diligence and director independence requirements • Follow best professional practices advocated by leading U.S. business groups • Successfully use various legal defenses when they are charged with violations • Take advantage of "safe harbor" statutes that lessen their legal exposure • Protect themselves through contractual indemnification and D&O insurance Directors' and Officers' Liability is an essential resource for every director and officer, and every attorney who advises them, as well as business managers, business associations, and federal and state regulators.
