March 16, 2021

The Evolving Duties of US Directors


US directors are put at increasing risk of liability in today’s culture of compliance, particularly as regulators worldwide sharpen their focus on the corporate board’s role in a company’s affairs. In this context, our lawyers’ chapter in Global Investigations Review’s The Practitioner’s Guide to Global Investigations examines fiduciary duty and strategic considerations of which directors should be especially mindful. The chapter covers:

  • Directors’ fiduciary duties
      • Duty of care
      • Duty of loyalty
      • Oversight obligations under US securities laws
  • Liability for breach of fiduciary duties
      • Caremark claims in private civil actions
      • The business judgment rule
  • Regulatory enforcement actions
  • SEC Whistleblower Program
  • Duty of oversight in investigations
  • Strategic considerations for directors

Note: The chapter is an extract from the fifth edition of The Practitioner’s Guide to Global Investigations. The whole publication is available at

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