Director liability under the federal securities laws

Article Abstract:

Securities law liability of corporate directors can be based on several theories and on a number of different activities. Directors can be liable as directors, as controlling persons and as aiders and abettors, as well as based on causing a misstatement. Forms of corporate communication, such as corporate reports, registration statements, press releases and financial statements are bases for liability, as is securities trading. Lawyer-directors and inside directors may be subject to additional duties of investigation regarding corporate information.

United States, Corporate directors

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Shaping the governance of executive compensation

Article Abstract:

Executive compensation has become the primary controversy of corporate governance in the 1990s, and companies may benefit from review of their procedures. Public pressure has led to legislative attempts to control compensation which will probably not pass in 1992, but the SEC is also taking regulatory action which emphasizes but is not limited to disclosure. Efforts in the corporation could focus on membership in the board of directors, the compensation committee and its deliberations.

Disclosure (Taxation)

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Executive compensation and corporate governance; an academic perspective

Article Abstract:

Executive compensation should not be controlled by the courts or Congress, but should remain as a power of corporate directors. Corporate governance has legal, market and contract aspects, and compensation is a feature of internal monitoring for governance. In fact, compensation is the most direct form of control that directors can have over executives, even if an optimal system of deciding compensation has not been developed.

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