Director and Officer Liability: State Legislative Reaction to Smith v. Van Gorkom
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Authors
Wilson, Douglas S.
Issue Date
1989
Volume
22
Issue
Type
Journal Article
Language
Keywords
Alternative Title
Abstract
INTRODUCTION|Since the landmark case of Smith v. Van Gorkom, director liability has become a significant concern for states that are considered corporate meccas. State legislatures have sought to lessen the impact of Van Gorkom by enacting legislation aimed at lessening or eliminating director liability for certain conduct. In view of this legislative activity, this Comment discusses the Van Gorkom decision and its effects on the traditional business judgment rule defense. This Comment then examines the various types of statutory enactments being promulgated by state legislatures in an effort to lessen the impact that Van Gorkom has had on director liability. Next, specific statutes enacted by Delaware and Arizona are reviewed. Finally, this Comment concludes with a discussion of actions that corporate boards can and should take to avoid or at least minimize director liability...
Description
Citation
22 Creighton L. Rev. 747 (1988-1989)
Publisher
Creighton University School of Law