Abstract

This study focuses onU.S. shareholder derivative cases in which Audit Committee members were defendants.Threegrounds for Audit Committee liabilitywere alleged in those cases: (1) violation of the Fiduciary Duties of Care, Loyalty or Good Faith, which may include failure to provide proper oversight;(2) violation of the Securities Exchange Act (SEA) by issuing an untrue statement regarding the sale of a security; and (3) violation of the SEA because Audit Committee members may be considered to be control persons.

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