Tag Archives: directors’ duties

Guest Post: Playing the Blame Game: Fiduciary Duty Litigation in Bankruptcy Proceedings

An unfortunately frequent part of bankruptcy proceedings is the assertion of claims against the directors and officers of the failed company. In the following guest post, Joseph W. Swanson and Donald R. Kirk of the Carlton Fields law firm take a look at the kinds of claims these officials face, as well as the steps … Continue Reading

Guest Post: Company Directors Who Cannot Read or Understand English Warned by Australian Court

In our increasingly global economy, corporate boards are increasingly diverse, and among the diversities boards increasingly encompass are geographic and cultural diversity. However, while diverse directors may serve for many reasons, they still must be able to discharge their duties to the corporation. In the following guest post, Christopher Smith of the Sydney office of … Continue Reading

Public Enforcement of Directors’ Duties in Australia

Australia has long been in the vanguard when it comes to enforcement of duties of corporate directors. Australia was the first English-speaking jurisdiction to introduce statutory directors’ duties in 1896, and the first English-speaking jurisdiction to introduce criminal sanctions to enforce statutory directors’ duties in 1958. However, following the recent global financial crisis, questions were … Continue Reading

A Trio of Delaware Decisions Reaffirms Corporate Director Protections

Because the vast majority of U.S. publicly traded companies are incorporated in Delaware, legal developments in Delaware have a particularly important impact on legal standards governing corporate conduct in the U.S. Delaware law is particularly influential with respect to the responsibilities and potential liability exposures of corporate directors. In a series of recent opinions written … Continue Reading

A Guide to Directors’ Duties and Liabilities in Europe

One of the vestiges of the global financial crisis is that company directors and officers now face more scrutiny than ever. This scrutiny, in turn, has led to a greater liability exposure for corporate officials, as well.  This increased scrutiny and amplified liability exposure applies not only in the U.S., but in other countries, including, … Continue Reading

Thinking About Directors’ Duties and Directors’ Liabilities

When the U.S. Department of Justice recently announced a renewed emphasis on the prosecution of individual directors and officers in instances of corporate misconduct, it raised the possibility that in the future we could see increased numbers of corporate officials prosecuted and convicted for actions they took as representatives of their company. There are times … Continue Reading

Insolvent Company Directors’ Duties to Creditors Under Delaware Law

A question that frequently recurs is whether or not directors of insolvent companies have fiduciary duties to creditors. Creditors often attempt to argue that as companies move into the “zone of insolvency,” directors’ duties move from the company’s shareholders to the company’s creditors. While courts have discredited this theory, creditors nevertheless seek to raise this … Continue Reading
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