The proposed solution to the controversy surrounding civil liability under the Code and its relationship to indemnification, contribution, and insurance is not a panacea. It is not as neat as one would desire, and it leaves questions unanswered, such as whether the indemnification and contribution changes ought to apply beyond section 1704. Nevertheless, the proposal is internally consistent--an improvement over the Code\u27s liability and indemnification provisions. Furthermore, it has a sound policy basis, and it attempts to meet the arguments of both sides of the American Law Institute debate. In summary, the proposal is as follows:(1) Define inside directors as those who are officers or employees of, or those who are controlled by or wh...
This paper will be published as a chapter of the forthcoming volume ‘Directors & Officers Liability’...
This Article considers the dominant claim in corporate law literature that extra-legal mechanisms su...
When a company enters a formal insolvency procedure its directors are more likely than at any other ...
The US federal securities laws expose directors and officers to potential liability in a host of way...
The purpose and parameters of director liability lack a clear articulation, particularly with resp...
Over half the states now expressly permit the inclusion of provisions that limit or eliminate direct...
In recent years corporate directors and officers, and their lawyers,have become aware that the Damoc...
This book chapter outlines sources in U.S. law of personal liability for directors of corporations, ...
It appears that our society has tacitly agreed to spare corporate directors any significant legal li...
This article questions whether decreasing accountability by directors for their negligence, either b...
This Note explores the corporate law principles guiding the amendment of section 102(b)(7) and consi...
This article is a sequel to a proposal for state legislation holding directors of foreign corporatio...
It appears that our society has tacitly agreed to spare corporate directors any significant legal li...
This Student Note investigates the history and intent underlying the controlling person liability pr...
The recent unprecedented increase in the number of suits filed against corporate executives under th...
This paper will be published as a chapter of the forthcoming volume ‘Directors & Officers Liability’...
This Article considers the dominant claim in corporate law literature that extra-legal mechanisms su...
When a company enters a formal insolvency procedure its directors are more likely than at any other ...
The US federal securities laws expose directors and officers to potential liability in a host of way...
The purpose and parameters of director liability lack a clear articulation, particularly with resp...
Over half the states now expressly permit the inclusion of provisions that limit or eliminate direct...
In recent years corporate directors and officers, and their lawyers,have become aware that the Damoc...
This book chapter outlines sources in U.S. law of personal liability for directors of corporations, ...
It appears that our society has tacitly agreed to spare corporate directors any significant legal li...
This article questions whether decreasing accountability by directors for their negligence, either b...
This Note explores the corporate law principles guiding the amendment of section 102(b)(7) and consi...
This article is a sequel to a proposal for state legislation holding directors of foreign corporatio...
It appears that our society has tacitly agreed to spare corporate directors any significant legal li...
This Student Note investigates the history and intent underlying the controlling person liability pr...
The recent unprecedented increase in the number of suits filed against corporate executives under th...
This paper will be published as a chapter of the forthcoming volume ‘Directors & Officers Liability’...
This Article considers the dominant claim in corporate law literature that extra-legal mechanisms su...
When a company enters a formal insolvency procedure its directors are more likely than at any other ...