Business Law Newsletters

Business & Corporate Entities> Corporations> Directors & Officers> Compensation & Qualifications

(The Compensation Committee of Independent Directors for

Degree of Culpability

Typically, directors who conduct the corporation's business must exercise the care that an ordinary prudent person would exercise in the management of his or her own affairs under similar circumstances. This "ordinary" standard of care has been adopted by a majority of states and enacted in their corporation statutes. However, courts consistently interpret the culpability standard for the duty of care as one of gross negligence.

Employment Issues under OSHA

Protection for Whistleblowers Concerning Unsafe Shipping Containers

The Duty of Directors and Officers Regarding Corporate Opportunities

The corporate opportunity doctrine provides that corporate directors and officers have an obligation not to take personal advantage of opportunities that may be to the advantage of their corporation. The doctrine follows from the duty of loyalty of directors and officers to the corporation.

Tracking or Targeted Stocks

In addition to common stock, companies may issue what is known as tracking or targeted stock. For example, a large automaker that acquired a company in the computer industry issued a tracking stock that tracked the performance of the acquired company once it began operating as a division of the automaker.


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