Explore the critical landscape of corporate governance with this course on "Duties and Liabilities of Directors and Officers".

Understanding the legal obligations and potential personal risks faced by those in positions of corporate leadership is fundamental due to the inherent separation between shareholders and the individuals managing the corporation.

This course delves into the core responsibilities, legal standards, and potential pitfalls directors and officers must navigate. We will examine:

• The fiduciary duty, requiring honesty, good faith, and acting in the best interests of the corporation (including stakeholder interests).
• Key situations involving conflicts of interest, such as transactions with the corporation, taking corporate opportunities, competing with the corporation, and responding to takeover bids.
• The duty of care, setting an objective standard of skill, diligence, and prudence expected in comparable circumstances, including the role of the business judgment rule.
• Specific statutory liabilities imposed on directors, covering areas like employee wages, improper distributions, and share issuance.
• Personal liability in tort for actions taken while serving the corporation.
• Important related topics like reliance on management and experts, and the limited role of shareholder ratification.

Mastering these concepts is essential for effective and compliant leadership, protecting both the corporation and yourself from liability.