Abstract

http://ssrn.com/abstract=1407589
 


 



The Curious Case of Directors' and Officers' Liability for Supervision and Management: Exploring the Intersection of Corporate and Tort Law


Martin Petrin


University College London - Faculty of Laws

January 10, 2010

American University Law Review, No. 59, p. 1661, 2010
CLEA 2009 Annual Meeting Paper

Abstract:     
Directors’ and officers’ liability under corporate and securities laws continues to be a hotly debated subject. Yet, their liability toward non-shareholder third parties under common tort law and statutory provisions has generated relatively modest scholarly interest. Thus, it has gone mostly unnoticed that corporate directors and officers can be held personally liable in tort to non-shareholder third parties based on failures in exercising their core corporate duties - supervision and management.

However, as this article explains, the current liability regime in this area is in need of repair. It fails to distinguish between the corporation’s duties and the duties of directors and officers, neglects the separate corporate personality of the corporation, unduly shifts the risk of doing business to directors and officers, and undermines the heightened liability protections provided to directors and officers by corporate laws. Consequently, a new approach is required.

This article proposes a novel model for corporate liability that is centered around the nature of directors’ and officers’ duties and focuses on the individual’s state of mind. At its core, the proposed model is based on the belief that in order to preserve the corporate shield, liability standards in tort law should not conflate the standards imposed on individuals with those imposed on directors and officers.

Number of Pages in PDF File: 51

Keywords: directors' and officers' liability, corporate liability, tort, supervision and management

JEL Classification: K22, K13

Accepted Paper Series


Download This Paper

Date posted: May 21, 2009 ; Last revised: February 28, 2013

Suggested Citation

Petrin, Martin, The Curious Case of Directors' and Officers' Liability for Supervision and Management: Exploring the Intersection of Corporate and Tort Law (January 10, 2010). American University Law Review, No. 59, p. 1661, 2010; CLEA 2009 Annual Meeting Paper. Available at SSRN: http://ssrn.com/abstract=1407589 or http://dx.doi.org/10.2139/ssrn.1407589

Contact Information

Martin Petrin (Contact Author)
University College London - Faculty of Laws ( email )
London WC1E OEG
United Kingdom
Feedback to SSRN


Paper statistics
Abstract Views: 2,661
Downloads: 421
Download Rank: 37,492
Paper comments
No comments have been made on this paper

© 2014 Social Science Electronic Publishing, Inc. All Rights Reserved.  FAQ   Terms of Use   Privacy Policy   Copyright   Contact Us
This page was processed by apollo8 in 0.219 seconds