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As stewards of the corporation and fiduciaries of its shareholders, directors are primarily responsible for overseeing the company's business and affairs. In exercising these responsibilities,...
ompany's business and affairs. In exercising these
responsibilities, directors must discharge their fiduciary duties
of care and loyalty and their obligation to act in good faith.
Directors, however, confront mounting litigation and regulatory
risk in navigating their fiduciary duties and the demands of
shareholders in the face of corporate compliance crises and
independent investigations. In addition, regulators in the United
States and around the world have become increasingly focused on the
role of the board and its directors with respect to corporate
governance, financial reporting and promoting a culture of
compliance. In this chapter, we discuss the fiduciary duties owed
by directors in the context of independent investigations,
potential director liability for violations of those duties, and
strategic considerations for directors to satisfy their fiduciary
duties when faced with compliance crises.
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which Mayer Brown is associated. "Mayer Brown" and the
Mayer Brown logo are the trademarks of the Mayer Brown Practices in
their respective jurisdictions.
This
Mayer Brown article provides information and comments on legal
issues and developments of interest. The foregoing is not a
comprehensive treatment of the subject matter covered and is not
intended to provide legal advice. Readers should seek specific
legal advice before taking any action with respect to the matters
discussed herein.
