Outside Director Liability: A Policy Analysis

Bernard Black, Brian Cheffins, Michael Klausner

Series number :

Serial Number:

059/2006

Date posted :

February 01 2006

Last revised :

SSRN

Keywords

outside directors •
liability •
Corporate governance

Outside directors of public companies play a central role in overseeing management. Nonetheless, they have rarely incurred personal, out-of-pocket liability for failing to carry out their assigned tasks, either in the litigation-prone United States or other countries.

Historically, as threats to this near-zero personal liability regime have appeared, market and political forces have responded to restore the status quo. We suggest here reasons to believe that this arrangement is justifiable from a policy perspective, at least in countries where reputation and other extra-legal mechanisms provide reasonable incentives for outside directors to be vigilant.

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