Directors and Officers Liability
By Jon F. Elliot, J.D., MPP

Corporate directors and officers have a broad range of responsibilities that may expose them to corporate and personal liability claims. Directors’ and Officers’ Liability is a comprehensive analysis of all pertinent federal and state laws related to the expanding parameters of personal liability faced by directors.

Since the adoption of the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission (SEC) and the Public Company Accounting Oversight Board (PCAOB) have been engaged in rulemakings affecting audit committees and bankruptcy and securities laws in the context of directors’ liabilities. This Guide provides analysis and examples of the regulations and will continue to monitor changes brought about by the SEC and PCAOB.

Minimize your personal and corporate risks without sacrificing profits by following the detailed guidance laid out by Jon Elliott, and an expert team of attorneys. Precedent-setting cases and real-world examples explain how to avoid liability. Do’s-and-Don’ts checklists help you apply the risk-avoidance principles.

Samples of executive insurance policies, indemnity agreements, and entity coverage documents illustrate other options. Also included is a special section describing the now-expanded role of the audit committee in ensuring that the financial credentials of your company are beyond reproach.

Part I - Traditional Considerations
· Duties
· Minimizing the Risks
· Nature of a Corporation

Part II - Expanding Scope of Liability
· Financial Responsibilities
· Responsibilities to Employees
· Responsibilities to the Environment
· Securities Law

Part III Sector Specific Considerations
· Limited Liability Corporations
· Limited Liability Partnerships
· Limited Partnerships
· Limited Liability Limited Partnerships
· Limited Partnership Associations
· Nonprofit Corporations