Also known as: directors · director's · directorship · board member
Written by attorneys · grounded in primary & secondary sources — see below
A person appointed or elected to sit on a board that manages the affairs of a corporation or other organization by electing and exercising control over its officers.
Drake Logistics received a notice for a Rule 30(b)(6) deposition describing contract performance issues with reasonable particularity. The company designated its director of operations to testify on those matters after conferring with opposing counsel. The designated director appeared and provided testimony based on information known to the organization.
Denise Donovan, a lawyer, served as a director of a nonprofit group advocating changes to sentencing laws. One of her clients stood to gain from a successful reform effort. Donovan disclosed the potential benefit to the client without naming the client.
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Dustin Donovan was the sole shareholder and director of Desert Oil. The corporation lacked capitalization, kept no records, and paid no dividends while Donovan siphoned funds. Creditors sued and a court applied the totality test to pierce the veil based on nonfunctioning directors and other factors.
Damian Decker, a director of Dover Bank, signed a written offer to sell property before the buyer accepted. After the contract formed, the buyer sought enforcement. The signed offer served as a sufficient memorandum under the statute even though it predated formation.
Daniel Diaz, a lawyer, served as a director of a legal services organization separate from his firm. The organization represented clients adverse to one of Diaz's clients. Diaz refrained from participating in any decision involving that adverse representation.
Deborah Dunn, director of a state health department, enforced a regulation on treatment decisions for incapacitated patients. Family members challenged the policy in federal court. The director's office defended the regulation as consistent with state procedures for surrogate decision making.
A lawyer may serve as a director of such an organization but must not knowingly participate in decisions incompatible with client obligations under Rule 1.7 or that could materially harm representation of an adverse client of the organization.
Courts apply a totality of the circumstances test that includes inadequate capitalization, failure to observe formalities, nonpayment of dividends, insolvency, siphoning of funds, nonfunctioning officers or directors, absence of records, and use of the corporation as a facade.
The organization must designate one or more officers, directors, or managing agents to testify about information known or reasonably available to the entity after conferring in good faith on the matters described with reasonable particularity in the notice.
The lawyer must disclose the fact that a client's interests may be materially benefitted by a decision in which the lawyer participates but need not identify the client.
…as to the practices followed by the Federal Bureau of Investigation. I have directed these questions to the attention of the Director of the Federal Bureau of Investigation and am submitting herewith a statement of the questions and of the answers which we have received. " (1) When an individual is interviewed by…