Torts and Wrongful Acts

Business Law

 Investment Advisor Code of Ethics

 The Quiet Period…
 Application of the De Facto Merger…
 Torts and Wrongful Acts
 Federal Antitrust Law

Trusts & Estates

 Spousal Election
 Gift Requirements
 Beneficiaries
 Guardianship

Generally, corporate directors and officers will not be held individually liable for torts or crimes committed by the corporation solely by virtue of their status as
corporate directors and officers. However, personal liability for corporate liability may attach when the individual’s conduct causes a violation of a law or regulation.
A director or officer likely will be found personally liable for corporate torts where the director or officer actively participated or acquiesced in the commission of the
tort. In many cases, a key issue is whether the director or officer was the “central figure” in a wrongful activity or scheme. Liability also may attach upon proof that
the corporation was under the direction or control of the officer or director when the tort was committed. The degree of involvement in the tortious act often dictates
whether a court will pierce the corporate veil and impose personal liability. Another factor is whether the director or officer knew or had reason to know of the
wrongful conduct or activity.

An officer can be held personally liable for injuries sustained by persons to whom the corporation owes a duty of care when the corporation has delegated that duty
to the officer. In Texas, corporate officers were absolved of any personal liability for injuries sustained by company employees where the corporation was not
functioning as the officers’ alter ego. Additionally, there was insufficient proof that the officers had breached the delegated duty of care other than the duty to
provide the employees with a safe workplace.

A corporation can be held liable for torts and wrongful criminal acts committed by directors, officers, and employees who are acting within the scope of their
corporate authority. There are numerous federal laws under which directors and officers may be held both criminally and civilly liable, such as the Racketeer
Influenced and Corrupt Organizations Act and the Sherman Anti-Trust Act.