Report of the NACD Blue Ribbon Commission on Director Liability

In brief: Empowered directors help develop strategies that guide their corporations to compete in the global marketplace through appropriate business risk-taking. But, directors will not take such value-enhancing risks if they are paralyzed by undue fears of personal liability. This report clarifies the realities of directors’ personal liability under federal and state law, offers concrete practices for liability prevention, and discusses the implications of director conduct. In this arena, knowledge—gained through optimum information flow and through understanding—is indeed power. Armed with the truth about their liability and evolving expectations, directors will be empowered to go beyond compliance and continue to effectively drive the engine of Corporate America.

This resource can help your board:

• Understand director liability through recent trends and issues under state and federal law.
• Meet and exceed compliance through proper information flow to the board.
• Uphold standards for director conduct.

Most relevant audiences: general counsel, independent directors