The Liability of Directors for Compliance Failures

11/6/18: A post by Jeff Kaplan on the Conflict of Interest Blog addresses an article entitled “Shortchanging Compliance,” by John Amour (University of Oxford), Jeffrey N. Gordon (Columbia Law School) and Geeyoung Min (Columbia Law School). Their article argues for “...more assertive directors’ liability for compliance failures.” 

To remedy all of this they “propose more assertive directors’ liability for compliance failures…”Kaplan responds to that challenge, writing, “I agree that the prospect of director liability for compliance failures under existing law is weak, as described in this recent post.” Then, he proposes an interesting tool: a “moot court” accountability proceeding to help directors avoid ever having to face the “real deal.”