A Behavioral Analysis of Directors’ Liability for Negligence

摘要: Directors of large corporations are sometimes compared, with considerable justice, to the supreme party council in a one-party state. Potentates countries commonly regarded as dictatorial might look envy on American corporate directors not only for funds money which they dispose, but also security their tenure.' But there many ways unlike presidium. One distinctions, and perhaps most important, is directors' liability pay damages when make mistakes.2 Professor Joseph W. Bishop, Jr., writing "failure direct," has declared that "the legal deterrent such conduct, any sort, fear civil liability."3 The may be usefully divided analysis into two parts. first part self-serving conduct-for example, by paying themselves excessive compensation, or making contracts favorable own interests. second negligence-for an unwise investment based upon incorrect financial statement. It latter type this article will discuss. Negligence may, turn, these corporation failure