2020 United States Director's and Officer's Liability Guide - ResearchAndMarkets.com

DUBLIN--()--The "Director's and Officer's Liability US Guide" report has been added to ResearchAndMarkets.com's offering.

The Directors' and Officers' Liability Guide identifies the duties and responsibilities of directors and officers at for-profit and non-profit organizations, and provides information on how they can avoid liability and minimize personal risk. This valuable resource covers the expanding parameters of officers and directors liability to minimize personal liability under statutory and regulatory schemes, as well as reinterpretations of traditional corporate governance requirements.

Key Benefits

  • Written in plain language
  • Provides a comprehensive, authoritative analysis of pertinent federal and leading-state laws and precedents
  • Highlights emerging issues
  • Covers provisions of the Model Business Corporation Act
  • Identifies provisions in states that use significantly different approaches
  • Assists directors in avoiding criminal and civil sanctions in areas such as environmental law, worker safety, and civil rights facilitated by use of the Do's and Don'ts checklists

Topic Areas

  • Corporate structure
  • Duties
  • Financial responsibility
  • Insurance
  • Liability
  • Limited liability corporations
  • Limited liability limited partnerships
  • Limited liability partnerships
  • Limited partnership associations
  • Limited partnerships
  • Minimizing the risks
  • Non-profit corporations
  • Non-traditional considerations (sentencing, RICO, Responsible Corporate Officer Doctrine)
  • Responsibilities to employees (wages, pension, and benefits, immigration controls, worker protection)
  • Responsibilities to the environment
  • Responsibilities to the marketplace
  • Risk management
  • Securities laws


  • Extensive Footnotes - Incorporates footnote citations to laws, regulations, and court cases
  • Author Notes - Provide practical tips in the form of notes which that help to clearly distinguish the company's responsibilities from those of individual directors and officers
  • Appendices - Includes Executive Protection sample insurance policies and indemnity agreements

The guide is used by a broad cross-section of the business community, including directors, officers, trustees, corporate counsel, attorneys, accountants, and risk managers.

Key Topics Covered:

Volume I

Part I Traditional Considerations

1 Nature of a Corporation

A. Corporate Structure

B. Alter Ego Doctrine

C. Purpose of a Corporation

2 Duties

A. Governance

B. Fiduciary Duties

C. To Whom Are Duties Owed?

3 Minimizing the Risks

A. Considerations Before Accepting An Appointment

B. Avoiding Liability

C. State Statutes that Limit Liability

D. Indemnification

E. Insurance

F. Corporate Governance

G. Risk Management

Part II The Expanding Scope of Liability

1 Nontraditional Considerations

A. The Responsible Corporate Officer Doctrine

B. The Racketeer Influenced and Corrupt Organizations Act (RICO)

C. The U.S. Sentencing Guidelines

2 Financial Responsibilities

A. The Audit Committee

B. Bankruptcy

C. Taxes

3 Securities Laws

A. Securities

B. Registration and Offers

C. Additional Reporting

D. Proxies

E. Insider Trading

F. Manipulative and Deceptive Devices - Section 10(b) and Other Prohibitions

Volume II

4 Responsibilities to Employees

A. Fair Labor Standards

B. Protection of Employees from Workplace


C. Employee Pension and Benefit Plans

D. Liability for Immigration Control Violations

E. Employment Discrimination

F. Labor Relations and the NLRB

5 Responsibilities to the Environment

A. Hazardous Waste Regulation

B. Water Quality Protection

C. Air Quality Protection

D. Endangered Species Protection

E. Superfund

6 Responsibilities to the Marketplace

A. Liability for Unfair or Deceptive Commercial Practices Under the

Federal Trade Commission Act

B. Liability for Unfair or Deceptive Acts or Practices Under State Laws

C. Liability for False Claims Against the Federal Government

Part III Sector-Specific Considerations

1 Nonprofit Corporations

2 Limited Liability Organizations

A. Limited Liability Corporations

B. Limited Liability Partnerships

C. Limited Partnerships

D. Limited Liability Limited Partnerships

E. Limited Partnership Associations



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Laura Wood, Senior Press Manager

For E.S.T Office Hours Call 1-917-300-0470
For U.S./CAN Toll Free Call 1-800-526-8630
For GMT Office Hours Call +353-1-416-8900