Business Judgment Rule, Board of Directors, Negligence

The Importance of Full Disclosure

Dorsey & Whitney LLP on 2/21/2020

Directors and officers of corporations owe a duty of care and a duty of loyalty to both the corporation and its shareholders, although the duty of care for directors can be exculpated. A breach of these fiduciary duties can...more

Directors Fail To Escape Liability For Approving Dividend

Allen Matkins on 2/12/2018

I last wrote about FDIC v. Ching, 2014 U.S. Dist. LEXIS 92687 (E.D. Cal. July 8, 2014) in July of 2014. That post concerned Judge Kimberly J. Mueller's ruling that California's statutory restrictions on distributions to...more

Changes in Georgia’s Law on Director Duties

BCLP on 6/30/2017

On July 1, 2017, significant amendments to the director and officer liability provisions of Georgia’s Financial Institution Code and Business Corporation Code will take effect. These amendments, adopted as House Bill 192...more

Fourth Circuit: Business Judgment Rule May Not Protect Bank Officers in FDIC Action

Manatt, Phelps & Phillips, LLP on 9/23/2015

Why it matters - Bank officers may be liable in a lawsuit brought by the Federal Deposit Insurance Corp. (FDIC) while the directors escaped liability, in a new ruling from the Fourth Circuit Court of Appeals interpreting...more

Georgia Supreme Court: Business Judgment Rule Valid, But Bank Officers Can Still Be Liable

Manatt, Phelps & Phillips, LLP on 8/1/2014

In the context of Federal Deposit Insurance Corporation (FDIC) litigation against the former directors and officers of a failed bank, the Georgia Supreme Court has upheld the validity of the business judgment rule in the...more

Does the Business Judgment Rule Protect Bank Officers and Directors?

Sherman & Howard L.L.C. on 5/27/2014

When a corporation suffers significant losses, or ultimately fails, frustrated shareholders, creditors, or others often try to sue the corporation and/or its officers and directors for losses caused by mismanagement of the...more