Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
Preview Page
CHAPTER 97
DIRECTOR LIABILITY
Section
§ 97.01 Introduction
§ 97.02 To Shareholder or Corporation
§ 97.03 Tort Victims
§ 97.04 Breach of Contract
§ 97.05 Antitrust Statutes
§ 97.06 Tax Liability
§ 97.07 Securities Laws Violations
§ 97.08 Environmental Laws
§ 97.01 Introduction
In some circumstances, a director may be personally liable to the
shareholders, a tort victim, or the state or federal governments. This
Chapter briefly discusses those acts for which the director is at risk of
personal and direct liability.
§ 97.02 To Shareholder or Corporation
A director’s personal liability for breach of duties is generally to the
corporation, not the individual shareholders.1 The corporate director has
fiduciary obligations imposed on him or her by statute, and on violating
that duty, liability will be imposed.2 For instance, a director’s usurpation
of a corporate opportunity will subject him or her to liability.3
§ 97.03 Tort Victims
The corporate director who personally participates in a tort will be
personally liable to the victim.4 Corporate directors who participate in a
fraudulent scheme will likewise be held personally liable.5
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
Brett Larson
Joshua Lederman
Karen Lundquist
James Magnuson
Jennifer Mead
Rao Menier
Heidi Miller
Rachael Moxon
Oliver Nelson
Scott Peitzer
Mitchell Skinner
Jonathan Stechmann
Lael Weinberger
Jonathan Wilson
Alex Zumbulyadis