Directors' Responsibilities, Accountability, and Business Judgment: The Pierse Contracting Case

Abstract

ABSTRACT This case helps students understand the challenging decisions faced by a company's board of directors (i.e., survival of the company) and the legal risks directors experience when business fails. The case is based on actual court proceedings involving a company's liquidator taking legal action to restrict the tenure of the directors. Key judgments facing the directors and disputed by the liquidator include the valuation of financial statement assets and the preparation of the financial statements on a going-concern basis. The case also addresses directors' relationships with the company's external auditor/advisors. Students are asked to consider whether the directors acted responsibly in relation to their stewardship of the company and whether the directors should be held accountable and sanctioned following the company's collapse. The case adopts a novel courtroom setting, requiring students to role-play by adopting the characters and presenting the plaintiff's and defendants' lawyers' arguments, and the judges deciding the case.