Keywords
Corporate governance, corporate governance standards, corporate governance mandates, Board of directors, directors, director conduct, director liability, director accountability, director-by-director analysis, director independence, independent director, Management fraud, management misconduct, Fiduciary duties, Board accountability, Shareholders, stockholders, Fiduciary duty derivative suit, stockholder derivative suit, derivative suit, Duty of care, duty of loyalty, duty to act in good faith, Good faith, bad faith, Sarbanes-Oxley Act, SOX, Federal securities law, Uncertainty, Business judgment rule, business judgment rule presumption, Smith v. Van Gorkom, Van Gorkom, Personal liability, Delaware General Corporation Law, DGCL, Delaware jurisprudence, Delaware judiciary, Delaware courts, Delaware law, Delaware Chancery Court, Exculpation, exculpate, Indemnification, indemnify, Graham v. Allis Chalmers, Allis Chalmers, Oversight, oversee, In re Caremark International Inc. Derivative Litigation, Caremark, Board decision, Breach of the duty, Interested director cloud, disinterested director, interested party transaction, Omitted disclosure, disclosure mandates, disclosure standards, Demand requirement, demand futility exception, demand futility, Special litigation committee, SLC, Securities Exchange Act, Exchange Act, Self-regulatory agency, self-regulatory agencies, SROs, Compensation committee, compensation consultant, No-fault termination, In re Walt Disney Co. Derivative Litig., Disney IV, Disney V, Disney, Stone v. Ritter, Stone, AmSouth Bancorporation, AmSouth, Suspicious Activity Reports, SARs, Internal control requirements, internal control systems, internal controls, In re Emerging Communications Inc. Shareholders Litigation, Emerging Communications, Innovative Communications, Beam ex rel Martha Stewart Living Omnimedia, Inc. v. Stewart, Beam, Martha Stewart Living Omnimedia, MSLO, In re Oracle Derivative Litig., Oracle, aspirational ideal of best practices, best corporate practices, best practices
Recommended Citation
Nadelle Grossman,
Director Compliance with Elusive Fiduciary Duties in a Climate of Corporate Governance Reform,
12 Fordham J. Corp. & Fin. L. 393
(2007).
Available at: https://ir.lawnet.fordham.edu/jcfl/vol12/iss3/1