The Practitioner's Guide to Global Investigations

Directors' Duties: The U.S. Perspective Chapter

Global Investigations Review

February 2020

We are pleased to announce that William Barry, Timothy O'Toole, and Margot Laporte authored the Directors' Duties: The U.S. Perspective chapter in the fourth edition of Global Investigations Review's The Practitioner's Guide to Global Investigations. "Directors are generally viewed as stewards of the corporation and fiduciaries of the corporation’s shareholders. Boards of directors are primarily responsible for overseeing the company, and in exercising these responsibilities, directors must discharge their fiduciary duties of care and loyalty and their obligation to act in good faith," the authors wrote. "Directors, however, confront increasing litigation risk and regulatory scrutiny in navigating their fiduciary duties and the demands of shareholders in the face of corporate compliance crises and independent investigations. In addition, regulators in the United States and around the world have become increasingly focused on the role of the board and its directors with respect to governance, financial reporting, and reinforcing the commitment to a culture of compliance."

In the chapter, Barry, O'Toole, and Laporte discuss the fiduciary duties owed by directors in the context of independent investigations, potential director liability for violations of those duties, and strategic considerations for directors to satisfy their fiduciary duties when faced with compliance crises.