While it is obvious that directors and officers shouldn’t steal
from their company or commit other criminal acts, running a
business can be very complex and it’s a good idea to set clear
policies and procedures for what should and shouldn’t be done,
says Nicole S. Healy, a partner with Ropers, Majeski, Kohn &
Bentley PC.  “For public companies, there are rules like those
in the Sarbanes-Oxley Act that require certain controls and seek
to enhance the directors’ oversight. However, in addition to
complying with legal and regulatory requirements, any time there
is a significant scandal, lawsuit or regulatory change,
companies often react by enhancing their policies and
procedures,” Healy says.  Smart Business spoke with Healy about
the duties of directors and officers and what companies should
do to ensure those responsibilities are clearly established.
What is directors and officers liability?  Directors and
officers have fiduciary obligations that are typically defined
by state law. As a general rule there ar