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This collection of essays describes and analyzes the legal regimes governing directors' liability for corporate fault and default across eleven important trading jurisdictions.
"This paper discusses the circumstances in which directors and corporate managers may be personally liable for corporate misconduct in consequence of the positions they hold or the functions they perform in their corporations. This derivative form of liability arises without the need to establish that these persons either breached the law through their own misconduct or were accessories to the misconduct of their corporation. The paper reviews a range of Commonwealth, State and Territory statutes that impose derivative liability and puts forward for discussion possible model provisions to balance the public interest goals of the legislation and the rights of affected individuals." -- p. 1.
This book discusses how directors and officers can limit and protect against personal liability for corporate acts. Conflict of interest, class actions, liability of third persons, SEC regulatory actions, indemnification and contribution, and other relevant issues are addressed in the work.
Although the law recognizes and vigorously defends the separate legal identity of the corporate entity, legislative provisions have been enacted to protect the interests of corporate creditors whereby in circumstances where the company's affairs have been mismanaged to the extent that the company has become insolvent, the directors themselves may: (a) be subject to liability to contribute to, or in some instances, completely discharge the debts of the company, and (b) for the protection of the public interest be subject to disqualification proceedings under the Company Director Disqualification Act 1986, which, if successful, will prevent them from participation in the future management of a company.
A comparative analysis of the law relating to liabilities of corporate directors in major jurisdictions around the world, including Europe, the United States and the Bahamas. The first section of the book introduces the subject of directors' liability and provides a historical perspective. This is followed by a detailed country by country survey which covers: the distinction between directors and officers and the consequences of that distinction; liabilities for contracts for executive directors; the distinction between outside and inside directors and the liabilities and duties that arise in the management of a company; defences available; indemnification; insurance cover; other methods of protection available; limitation on directors' liability and liability in third party actions.