Duties of Corporate Directors and Officers

The purpose of this assignment is to explain the legal duties imposed on corporate directors and officers, to determine whether a director or officer has violated his or her legal duties to the corporation, and to evaluate how a violation of such duties may negatively affect the corporation and its shareholders.

Read the following scenario.

Fitzgerald Foods is a food processing corporation. In the past year, three directors were forced to leave Fitzgerald Foods after it was discovered the directors breached their legal duties to the corporation. Two of the directors were also officers of the corporation. The chairman of the board at Fitzgerald Foods is concerned that the remaining directors don’t understand their legal duties to the corporation and that new directors won’t understand their duties either.

You are the chief executive officer (CEO) of the corporation. The chairman of the board asked you to work with the corporation’s legal counsel to create a company policy document for directors and officers about their legal duties to the corporation.

Develop a 700- to 1,050-word company policy (template provided) for Fitzgerald Foods’ directors and officers completing the following:

  • Legal Duties of Directors and Officers (a heading from policy document)
    • Explain the legal duties of directors and officers to the corporation, including the “business judgment rule.”
  • Benefits of Compliance (a heading from policy document)
    • Discuss the benefits of compliance for Fitzgerald Foods.
  • Consequences of Noncompliance (a heading from policy document)
    • Analyze how unethical activity by a director or officer can lead to a violation of a legal duty owed to the corporation.
    • Provide a brief example from a news article or court case within the last three years that demonstrates corporate director or officer liability in the United States.
  • Recommend separately (not a heading on the policy document) to the chairman of the board in 45 to 90 words at least two business risk management procedures that Fitzgerald Foods can adopt in the future to avoid violations of legal duties by its directors and officers.

Use the Fitzgerald Foods Company Policy template as a guide for your policy document.

Search the internet for examples of completed policy documents using the following search parameters: policy document example, policy document template, policy document format, policy document sample, or any variation you choose. An example may assist you to complete your policy document.

Cite a minimum of two references according to APA guidelines.

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