Chief Executive Legal Guide
Chief Executive Legal Guide 1 Sound Shore Drive, Suite 100, Greenwich, CT 06830 Telephone: (203) 930-2700 • Fax: (203) 930-2701 www.chiefexecutive.net/research Marshall Cooper: Chief Executive Officer Wayne Cooper: Chairman David Beck: Senior Vice President Michael Bamberger: Vice President of Research Chris Horner: Editor Elayne Demby: Editor Paula Santonocito: Editor Monique Nijhout: Desktop Editor © 2012 Chief Executive Group. No part of this publication may be reproduced, stored in a retrieval system or transmitted by any means, electronic or mechanical, without prior written permission of the Chief Executive Group, Greenwich, CT USA. CHAPTER 6 CORPORATE LAW Gibson, Dunn & Crutcher LLP Corporate Governance Steven P. Buffone, Partner Katherine A. McCord, Associate Mergers and Acquisitions Scott J. Calfas, Partner Personal Liability Mark S. Lahive, Partner Securities Law Peter J. Hanlon, Partner Peter W. Wardle, Partner Michael H. Davis, Associate PART I. PERSONAL LIABILITY OF OFFICERS AND DIRECTORS WHAT IS AT STAKE Although corporations are recognized as distinct legal entities, officers and directors should realize that stockholders, law enforcement, the media, and the general public all share the view that corporations don’t break laws, people do. Recent history, starting with WorldCom and Enron and continuing through more recent turmoil within financial institutions, has seen officers and directors judged harshly and found person- ally liable for misdeeds that involved not only violations of law and fraud, but also breaches of fiduciary duties. While such behavior is not, hopefully, a likelihood for most corporate officers and directors, the current climate requires officers and directors, whether serving a corporation with thousands of shareholders or just a few, to be particularly vigilant with respect to their duties and obligations.
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