M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Thursday, June 28, 2012

Don't be a chump

Kevin LaCroix has notes from Chancellor Strine's talk at the annual Directors College, which tool place at Stanford Law School last week:  

The centerpiece of his presentation was a discussion of the lessons for directors based on the cases he has seen over the years. As a preliminary matter, and actually throughout his discussion of these issues, he emphasized that it is very rare that outside directors are actually held individually liable. He pointed out that, for example, cops, teachers and doctors are held liable much more frequently. But even if an outside director’s chance of being held liable is low, the chance of “looking like a chump” or that you have “failed your mission” is very high if you don’t watch out for certain things.

"Don't be a chump" and other nuggets of advice for corporate directors.



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