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Directors' Liability, Officers' Liability, and Fiduciary Duties

Corporations are separate legal entities which protect their directors and officers from personal liability for actions performed on behalf of the corporation. However, there are legal avenues available to “pierce the corporate veil” and make corporate officers and directors personally liable. Directors’ and officers’ personal liability can also emerge under the common law from fraudulent or improper conduct for which they may lose the privilege of using the corporate entity as a shield from liability.

The statutory fiduciary duty requires directors and officers to act honestly and in good faith vis-à-vis the corporation. They must respect the trust and confidence that have been reposed in them to manage the assets of the corporation in pursuit of the realization of the objectives of the corporation. They must avoid conflicts of interest with the corporation, avoid abusing their position to gain personal benefit and they must maintain the confidentiality of information they acquire by virtue of their position. Directors and officers must serve the corporation selflessly, honestly and loyally. With respect to fiduciary duties, directors and officers are afforded the opportunity to defend their conduct under the Business Judgment Rule. The lawyers at Pinto Wray James LLP advise and represent clients in resolving disputes relating to the personal liability of directors and officers.

In matters involving the personal liability and fiduciary duties of officers and directors, it is vital to ensure that you have an experienced and high-quality legal team on your side that gives you the best opportunity to succeed. We have the knowledge and experience necessary to protect our clients’ interests.

We invite you to contact one of our experienced lawyers to discuss your legal needs.

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