CLERP: non-executive directors' duty of care, monitoring and the business judgment rule

Article Abstract:

The Corporate Law Economic Reform Program (CLERP) led to two proposed amendments to Australia's Corporations Law. The first amendment introduces a statutory business judgment rule, while the second elucidates directors' duties related to delegation and reliance. The CLERP proposals also linked delegation to monitoring, but the actual 1998 bill removed that link. Advent of the business judgment rule should bolster protection of directors from plaintiffs.

Australia, Evaluation, Business judgment rule

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Indemnification and insurance of corporate officials

Article Abstract:

A need for liability insurance for corporate officials during the mid-1980s brought about the development of different approaches for companies to manage their indemnification and insurance. California, Delaware, and New York each passed laws to alleviate the Director and Official insurance market dislocations. The Principles of Corporate Governance and Model Business Corporation Act also dealt with indemnification. These five approaches are discussed.

Analysis, Directors' and officers' liability insurance

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Emerging duties and liabilities of outside directors to ensure that adequate information and control systems are in place: Caremark and 'good faith attempts'

Article Abstract:

A survey of cases regarding the liabilities of outside corporate directors to provide adequate information and control systems during corporate transitions is presented.

Good faith (Law)

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