Abstract

MIGUENS, HÉCTOR JOSÉ. THE LIABILITY OF CORPORATE OFFICERS AND DIRECTORS IN THE UNITED STATES: PROCEDURAL ASPECTS. Díkaion [online]. 2015, vol.24, n.1, pp.86-116. ISSN 0120-8942.  https://doi.org/10.5294/dika.2015.24.1.5.

Corporate law in the United States contemplates different types of legal action with respect to the liability of corporate officers and directors. The source of US corporate law is mostly local and, to a lesser extent, federal. This study describes the regulatory framework of that procedural action. There are three main types of legal action that can be taken in the United States concerning the liability of corporate officers and directors: direct action, class action and derivative action. There are other types of actions as well and they are examined in detail, according to the particular rules for each type. The purpose of the article is to describe this litigation system as a whole and to arrive at a critical assessment of the procedural rules governing legal action on the liability of officers and directors of commercial companies in the United States. The methodology used responds to a classification of the North American authors cited, characterized by a focus on practical issues, the solution of particular problems and a critical review of case law applicable to the matter.

Keywords : Corporate law; United States law; the responsibility of corporate officers and directors; shared responsibility; litigation system.

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