Chapter 2-5 Officer and Director Liability—Liability as an Agent

• Jurisdiction: United States

2-5 Officer and Director Liability—Liability as an Agent

2-5:1 Overview

A corporation's officers and directors are normally protected from personal liability by the corporate form. However, as agents of the corporation they may be liable to the corporation or to third parties based upon an agency theory.

2-5:1.1 Related Causes of Action

Agency Actions: Agent's Breach of Duty, Agency Actions: Agent's Liability to Third Parties, Agency Actions: Agent's Actions Binding upon Principal

2-5:2 Elements

For the elements to establish an officer or director's liability based upon an agency theory, see Agency Actions: Agent's Breach of Duty, Agency Actions: Agent's Liability to Third...