[pas]

for the uninitiated, could you list a few examples when board members (directors) were held responsible? famous court cases?

[jankcorn]

The biggest case I know about is Enron. IMO, it seems like they are obviously liable, but I expect they were pretty strongly manipulated by the CEO:

    https://www.govinfo.gov/content/pkg/CPRT-107SPRT80393/pdf/CPRT-107SPRT80393.pdf

I personally have not looked into this very much, but the difficulty of recruiting active, competent members for the board of directors was mentioned often by 2 directors I knew.

edit: Thinking more about this, I think that the difficulty recruiting directors with related competence came from a fear of Sarbanes-Oxley laws and “imputed” conflict of interest complaints for the prospective director. In practice, SOX could be really difficult.