A Roadmap to Avoiding Board & Director Liability Risks

Inside Americas Boardrooms
The bar for proving director liability has historically been pretty high. Yet, it's foolish for board members to simply disregard the dangers-especially in today's business environment, which is laden with new risks.

In this episode, our legal expert William Chandler (Former Chancellor, Delaware Court of Chancery and Partner, Wilson Sonsini Goodrich & Rosati) returns to discuss various aspects of board and director liability. What liabilities exist in today's boardrooms? How can they be mitigated?

[blockquote source="William Chandler, Partner, Wilson Sonsini Goodrich & Rosati"]I use this old metaphysical story: If a tree falls in the forest, and there's no one there to hear it, does it make a noise? The corporate law analog to that is: if a board follows an exemplary process but has no record of it, will the judge still respect what the directors did? You don't want to find out the answer to that.[/blockquote]

Specifically, Chandler discusses three risk areas and how they relate to director liability:

  • Taking notes in board meetings
  • Possessing specialized skills or expertise (e.g., cybersecurity, M&A)
  • Preparing for a company data breach
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