41 (1988).Īlternatively, the related doctrines of “piercing the corporate veil” and the “alter ego” theory can pose potentially liability concerns for corporate officers, directors and shareholders. In other words, directors ordinarily will not be held liable for wrongdoing over which they have no practical control. Corporate officers and directors can only become personally liable if they directly authorize or actively participate in the wrongful or tortious conduct complained of by a third party.
Generally, it is the rule that a corporate director is not personally liable for the misconduct of co-directors where he or she has not participated in the misconduct.
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