tailieunhanh - OUTSIDE DIRECTOR LIABILITY

During a site visit, ACGME Field Staff or Specialist Site Visitors interview the program director, faculty, residents/fellows, clinical department leadership, the designated institutional official (DIO) and other relevant individuals, tailoring questions to the individuals interviewed. The goal is to verify the information in the PIF and to clarify any missing or unclear information by seeking to achieve consensus across all participants and other sources of information. On occasions when a consensus cannot be achieved at the end of the site visit, the Site Visitor reports the different comments and the sources of the information. Site Visitors aggregate their findings into. | Black et al. 58 Stan. L. Rev. 1055 3 9 2006 12 21 03 AM Outside Director Liability Bernard Black Brian Cheffins and Michael Klausner This Article analyzes the degree to which outside directors of public companies are exposed to out-of-pocket liability risk the risk of paying legal expenses or damages pursuant to a judgment or settlement agreement that are not fully paid by the company or another source or covered by directors and officers D O liability insurance. Recent settlements in securities class actions involving WorldCom and Enron in which lead plaintiffs succeeded in extracting out-of-pocket payments from outside directors have led to predictions that such payments will become common. We analyze the out-of-pocket liability risk facing outside directors empirically legally and conceptually and show that this risk is very low far lower than many commentators and board members believe notwithstanding the Worldcom and Enron settlements. Our extensive search for instances in which outside directors of public companies have made out-of-pocket payments turned up thirteen cases in the last twenty-five years. Most involve fact patterns that should not recur today for a company with a state-of-the-art D O insurance policy. We offer a detailed assessment of the liability risk outside directors face in trials under corporate and securities law including settlement dynamics. We Hayden W. Head Regents Chair for Faculty Excellence and Professor of Law University of Texas Law School Professor of Finance McCombs School of Business University of Texas Austin. . Berwin Professor of Corporate Law Cambridge University United Kingdom. Nancy and Charles Munger Professor of Business and Professor of Law Stanford Law School. Appendix A lists the firms included in the survey we conducted in connection with this Article. Many people at those firms were helpful to a degree that went well beyond answering our survey questions and we thank all of them. In addition we thank the .