Corporate Director and Officer Liability: "Discretionaries" Not Fiduciaries calls for the removal of fiduciary status for corporate directors and officers in favor of the adoption of a new term that provides an accurate description; corporate directors and officers are, instead, 'discretionaries.' This term accurately portrays the status of corporate directors and officers who are held to varying standards of liability depending on the applicable facts and circumstances.
Against this new model, the book addresses a wide range of key issues, including the duty of care, the business judgment rule, exculpation statutes, the duty of good faith, interested director transactions, derivative litigation, mergers and acquisitions, and closely held corporations.
Original and thought-provoking, Corporate Director and Officer Liability offers an alternative framework that enhances corporate governance standards while protecting corporate fiduciaries from undue liability exposure.