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Directors' and Officers' Liability (2nd Edition)

Author(s): James A. Fanto, Barry M. Kaplan, Gregory L. Watts
Practice Area: Corporate law, International law, Litigation, Securities and other financial products
Published: Nov 2005
Supplement Date: Nov 2015 i Other versions can be found in the Related Items tab.
ISBN: 1402406568
PLI Item #: 8136

The second edition of Directors’ and Officers’ Liability has never been more necessary, providing an up-to-date, straightforward explanation of the obligations of directors and officers of public companies.

The book is written and organized so that directors and officers can better understand their duties. Chapters explain the background of an obligation, the manner in which a director or officer can satisfy it, and current trends with respect to it, with reference to market or “good practices” expectations. Chapters then discuss the consequences of a director’s or officer’s failing to comply with the obligation or with not meeting market expectations. Additionally, chapters include the major defenses available to the director and officer. 

Directors’ and Officers’ Liability delivers the guidance needed to minimize the legal exposure of corporate heads and help them meet the professional performance expectations of demanding shareholders.

Directors’ and Officers’ Liability enables corporate executives to:

  • Satisfy duties of care, loyalty, good faith, and disclosure (and avoid charges of negligence and conflict of interest, among others)
  • Meet certification, due diligence and director independence requirements
  • Follow best professional practices advocated by leading U.S. business groups
  • Successfully use various legal defenses when they are charged with violations
  • Take advantage of “safe harbor” statutes that lessen their legal exposure, and 
  • Protect themselves through contractual indemnification and D&O insurance.

Directors’ and Officers’ Liability is an essential resource for every director and officer, and every attorney who advises them, as well as business managers, business associations, and federal and state regulators.

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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.