Provides an overview of significant sources of director and officer liability and advice on minimizing exposure to such liability. Discusses the business judgment rule, fiduciary duties, oversight responsibility and corporate waste claims, liability to creditors, and statutory sources of liability, including the Sarbanes-Oxley Act of 2002. Describes board and board committee structures and procedures that may reduce likelihood of successful lawsuits against directors and officers. Addresses liabilities associated with corporate control contests and provides an overview of various claims that can be filed against directors and officers. Discusses state liability-limiting and indemnification statutes and insurance coverage for claims against directors and officers.