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Post Smith V. Van Gorkom Director Liability Legislation With A Proactive Perspective, Lynn A. Howell
Post Smith V. Van Gorkom Director Liability Legislation With A Proactive Perspective, Lynn A. Howell
Cleveland State Law Review
The Van Gorkom decision was viewed by many as the catalyst which triggered the dramatic increases in the number of shareholder suits filed, director and officer (hereinafter D & 0) insurance policy cancellations, skyrocketing premiums, and the flight of the outside directors.' Devastating decisions like Van Gorkom could be prevented or at least be of a lesser magnitude if corporate counsel chose to use the proactive approach to corporate representation by employing the techniques of preventive law. The theory is similar to the time honored cliché "an ounce of prevention is worth a pound of cure." This Article will address …
Where Have All The Directors Gone: Corporate Director And Officer Liability And Coping With The Insurance Crisis, Richard A. Myers Jr.
Where Have All The Directors Gone: Corporate Director And Officer Liability And Coping With The Insurance Crisis, Richard A. Myers Jr.
Cleveland State Law Review
Smith v. Van Gorkom set in motion a trend of increased exposure for directors and officers of American corporations....Directors and officers insurance may be either unavailable or unaffordable,...As a general rule, the best way to cope with the change in the business environment and the insurance crisis is to plan in advance for it. Through careful corporate structuring and planning, while remaining flexible, a small company can maximize their protection from liability. The factors to consider range from a careful drafting of the corporate articles and bylaws to the creation of captive insurance companies.