Legal Question in Business Law in Oregon

Ex-Director Fiduciary et al obligations

In 2 parts:

1) Does an Ex-Director (resigned) of a corporation retain, possibly indefinitely, a fiduciary and fidelity obligation to the company? Are they prohibited (and/or potentially exposed to lawsuit) from doing anything that harms the company shareholders?

2) If a director claims that other members of the BOD were engaging in malfeasance, and indeed that is why he claims to have resigned, did he have a responsibility to make his concerns public, such as by an open letter to shareholders? If he does have such a responsibilty, is it fulfilled by filing an SEC complaint? Since the SEC did nothing about it, the shareholders remained entirely unaware of the misdeeds the director alleged. That is, he left the sharholders to dangle.

The company is incorporated in OR, but I am hoping this consistent in the U.S.


Asked on 6/25/08, 5:44 pm

1 Answer from Attorneys

Re: Ex-Director Fiduciary et al obligations

If you were a director of a public company, you need to make sure you are in compliance with Sarbanes Oxley. Some provision apply to companies that are not publicly traded but have a certain number of shareholders.

I suggest you contact an attorney immediately and discuss your reasons for resignation and make sure you have complied with Federal Law.

As to the Oregon rules and regulations that may or not have additional duties. I am not an Oregon attorney and therefore cannot tell you the answer from memory or experience.

Please feel free to contact me if you have additional questions.

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Answered on 6/25/08, 6:16 pm


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