Northeast Ohio Officer Breach of Duty Attorney
Officers and directors of corporations have a duty to act in good faith and in the best interest of an organization when taking action in their corporate capacity.
Board of directors have the following 3 basic duties:
- Duty of Care (a/k/a Duty of Diligence): a duty to act in good faith or reasonably on behalf of the corporation
- Duty of Loyalty: a duty to place the interests of the corporation above the individual interests of the director or officer
- Duty of Obedience: a duty to comply with regulations or rules of the corporation, including its articles of organization, by-lays and corporate resolutions
A breach of any of the foregoing duties can give rise to an action against the individual director or officer, or the corporation.
Corporate liability can result from some of the following actions:
- Violations of the Ohio Revised Code, Federal Statutes and the Company's Regulations, including mismanagement of funds, substantial financial loss due to negligence, failure to maintain records, employment discrimination and failing to provide a safe work environment.
- Failure to perform the director or officer's duties
- Usurping corporate opportunities
The most important action organizations can take to protect against such claims is to formally and extensively document any incidents. Most corporations have insurance policies to protect against such harm; however, there are usually strict reporting requirements. Insurance representative should be contacted immediately if any of the foregoing standard of care breaches are suspected so that an investigation can commence.
The attorneys at Triscaro & Associates assist individuals and shareholders against corporations for officer and director liability. We also assist organizations with internal investigations to evaluate fraud and criminal acts by corporate employees to mitigate against future risk.
Our experience corporate lawyers handle both shareholder derivate actions and individual suits against companies for officer and director liability. Shareholder derivative suits can be brought by a single shareholder on behalf of the corporation if they suspect wrongdoing.
If you would like to discuss director or officer liability at greater length please contact us to schedule a confidential consultation today.