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Directors and officers liability insurance (also written directors' and officers' liability insurance; [1] often called D&O) is liability insurance payable to the directors and officers of a company, or to the organization itself, as indemnification (reimbursement) for losses or advancement of defense costs in the event an insured suffers such a loss as a result of a legal action brought for ...
Such liability provides a strong disincentive for the best potential directors to serve on the board, and one would expect such a disincentive to result in worse corporate governance. The decision has also been derided as the "Investment Banker's Relief Act of 1985" because of all the business it has generated for investment bankers from boards ...
Center for Interfaith Relations Board of Directors meeting. A board of directors is an executive committee that supervises the activities of a business, a nonprofit organization, or a government agency. The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's ...
In contrast, corporate shareholders must elect a board of directors under the laws of various state charters. [1] The board organizes itself (also under the laws of the various state charters) and hires corporate officers who then have as "corporate" individuals the legal responsibility to manage the corporation in the corporation's best interest.
The business judgment rule is a case-law-derived doctrine in corporations law that courts defer to the business judgment of corporate executives. It is rooted in the principle that the "directors of a corporation ... are clothed with [the] presumption, which the law accords to them, of being [motivated] in their conduct by a bona fides regard for the interests of the corporation whose affairs ...
In order to be sure, or at least avoid litigation, the Delaware General Corporation Law §144 provides that directors cannot be liable, and a transaction cannot be voidable if it was (1) approved by disinterested directors after full disclosure (2) approved by shareholders after disclosure, or (3) approved by a court as fair.
Average CEO Pay is calculated using the last year a director sat on the board of each company. Stock returns do not include dividends. All directors refers to people who sat on the board of at least one Fortune 100 company between 2008 and 2012. The Pay Pals project relies on financial research conducted by the Center for Economic Policy and ...
The United Kingdom was the first country to draft modern corporation statutes, [1] where through a simple registration procedure any investors could incorporate, limit liability to their commercial creditors in the event of business insolvency, and where management was delegated to a centralised board of directors. [2]