A Director’s Handbook of Cases provides an analysis of 26 key cases that will help corporate boards protect themselves from liability. Cases were chosen to provide insights into a range of issues facing today’s corporate boards. The book provides a sense of the legal background against which ordinary, meeting-to-meeting board decisions must be made. Author Simon M. Lorne answers the question, “What is the fundamental role and duties of a corporate director?” Essentially there are three: an oversight responsibility, a duty of care and a duty of loyalty. These are illustrated with actual cases presented in abridged form, with explanations of how and why the court ruled as it did.
Benefits and Features
Table of Contents
The Fundamental Role and Duties of Directors
--The Oversight Responsibility
--The Duty of Care
--The Duty of Loyalty
Relationships Between the Board and Others
--Relations with the Chief Executive
--Relations with Stockholders and the Voting Franchise
--Other Constituencies
--Professionals
Dealing with Corporate Information
--Disclosure Obligations
--Insider Trading
--"Short Swing" Trading
Dealing with Corporate Control
Summary and Conclusions