Directors' and Officers' Liability under Securities Laws

Document Type

Book Chapter

Publication Date



The US federal securities laws expose directors and officers to potential liability in a host of ways. Whether this potential becomes reality depends on several factors, including procedural hurdles associated with bringing claims, substantive obstacles associated with successfully proving claims, and governmental priorities. To that end, while the federal government has prioritized a focus on individual responsibility and accountability in the corporate sphere for several years, corporate individuals have not been treated in the same way. Instead, despite the focus on individuals and the fact that federal securities laws have imposed an increasingly greater set of responsibilities on outside directors, the risks of liability for outside directors remain significantly lower than the risks of liability for corporate officers and executives. This chapter not only explores this issue but also discusses its ramifications in the context of the most recent demand for corporate responsibility and accountability related to environmental, social, and governance (‘ESG’) issues.


ESG, federal seecurities law

Publication Title

Research Handbook on Corporate Liability