Vanderbilt Law Review

First Page



The recent unprecedented increase in the number of suits filed against corporate executives under the Federal antitrust and securities laws has again focused attention on the risks of executive liability " and the corresponding problem of attracting top men as corporate directors. Faced with this dilemma, corporations have drafted bylaws providing for the maximum identification allowed under applicable state law. The state legislatures, on the other hand, have attempted to prevent misuse of the power to indemnify, while at the same time trying to insure adequate protection for those who serve as directors. Mr. Cheek argues that the legislatures have Jailed in their attempt to provide both directors and the investing public with satisfactory protection. He examines the two most advanced provisions to date-the 1963 New York Statute and the 1967 Delaware Statute-and then presents an approach which he feels more adequately reconciles the conflicting interests of these who groups.