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Directors' and Officers' Liability: Current Law, Recent Developments, Emerging Issues (Third Edition)

Author(s): Gregory L Watts, Barry M. Kaplan
Practice Area: Board of directors, Corporate governance, Corporate law, Directors and officers liability insurance, Insurance, Insurance products, Liability insurance, Public companies
Published: Nov 2016
Supplement Date: Nov 2021 i Other versions can be found in the Related Items tab.
ISBN: 9781402424892
PLI Item #: 138293

Directors’ and Officers’ Liability provides a cutting edge, straightforward explanation of the obligations of directors and officers of public companies, the penalties that they face if they fail to meet their obligations, and the protections that are offered them under the law or by agreement. This vital treatise for corporate counsel, private practitioners, and for directors and officers themselves guides readers through the essentials of the current law, recent developments, and emerging issues of directors’ and officers’ liability.


Directors’ and Officers’ Liability covers:

  • The sources of law governing the duties of directors and officers; the key facets of board committees
  • The duties of directors and officers under state corporate law and federal and state securities laws
  • Private civil actions and public enforcement
  • Exculpation, indemnity, and insurance
  • Cybersecurity
  • Contested mergers and acquisitions
  • Securities Act suits filed in state court
  • Special issues in pharma and biotech; and more
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Barry M. Kaplan is the head of the Northwest litigation group of Wilson Sonsini Goodrich & Rosati. Barry has broad experience in securities and corporate governance litigation, class action defense, SEC and internal corporate investigations, and complex commercial litigation. He was described in the 2017 edition of Chambers USA: America’s Leading Lawyers for Business as “the dean of securities litigation in Seattle.”

For 30 years, Barry has represented many of the public companies and individuals sued in shareholder class actions and related corporate litigation both in the Northwest and across the country, including The Boeing Company, Micron Technology, Sterling Financial Corporation, Alaska Air, Starbucks, Costco,  and Coinstar. Barry was lead counsel for the former CEO of Washington Mutual, Inc. in the various shareholder lawsuits and related litigation that followed the seizure and sale of WaMu to JPMorgan Chase. He has special expertise in representing public biotech companies around the country and, among others, has represented Immunex, Dendreon, Inspire Pharmaceuticals, Pozen, Chelsea Therapeutics, Atossa Genetics, Seattle Genetics, Novan, Globus Medical and Cell Therapeutics.

Barry is a frequent writer and speaker on securities litigation and corporate law and governance topics, and teaches a course on securities and shareholder litigation at the University of Washington School of Law. Along with partner Greg Watts, Barry is the author of “Directors’ and Officers’ Liability, 3rd Edition” published by PLI.  He also co-authored the leading treatise on Washington corporate law, published by LexisNexis.

Best Lawyers in America named Barry the 2012 Securities Litigator of the Year for Seattle—the first time that this recognition had been given to a Seattle securities litigator. He was again given this honor in 2016.

Gregory L. Watts is a partner at Wilson Sonsini Goodrich & Rosati, where he focuses on securities and complex commercial litigation, primarily defending companies and their directors and officers in securities class actions, shareholder derivative actions, contested mergers and acquisitions, and SEC investigations and enforcement proceedings. He also advises audit committees, special committees, and boards of directors in internal investigations. Mr. Watts has represented dozens of public companies in securities litigation, including many well-known companies such as Banc of America Securities, Boeing, Outerwall/Redbox and Starbucks.

A frequent lecturer on director and officer liability, corporate governance, corporate internal investigations, and securities litigation, Mr. Watts is an advisory board member of the National Association of Corporate Directors, Northwest Chapter and co-chair of the Northwest Securities Institute. Mr. Watts received his J.D. from Duke University School of Law where he was a member of the Duke Law Journal.