Presentation to UW-Madison’s Risk Management and Insurance Society March 10, 2010 Potential Liabilities of Corporate Directors and Officers Perry S. Granof, Esq., Managing Director Granof International Group, LLC

Key Constituents of Directors and Officers  The Corporation  Its Shareholders  Its Creditors  Its Employees  The Regulators/Law Enforcement Agencies Granof International Group LLC

The Corporation as a Constituent  The Duties a D&O Owes to the Corporation Itself  The Duty of Care  The Duty of Loyalty  The Duty of Obedience  The Business Judgment Rule  Recourse for Breach of Duty (Derivative Action) Granof International Group LLC

The Shareholders as Constituents Granof International Group LLC The Securities Act of 1933: -Section 11 -Section 12(2) -Section 15 The Securities Exchange Act of Section 10(b) -Section 14(d) (7) -Section 20(a) The Public Company Accounting and Investor protection Act of 2002 (Sarbanes-Oxley) -Section 302

The Creditors as Constituents Granof International Group LLC Unsecured Creditor Class Actions Derivative Claims Against Directors of Insolvent Companies

Statutory Remedies Title VII of the Civil Rights Act of 1964 The Equal Pay Act The Age Discrimination in Employment Act The Family and Medical Leave Act The Americans with Disabilities Act Common Law Remedies Wrongful Interference with Contractual Relationships Breach of Fiduciary Duty Fraud and Negligent Misrepresentation Tortuous Inducement The Employees as Constituents Granof International Group LLC

Government Regulators and Law Enforcement Agencies  The Securities Exchange Commission  Securities Fraud  Foreign Corrupt Practices Act  The Federal Trade Commission  The Equal Employment Opportunity Commission (Enforces The Above Statutory Remedies, Available to Employees)  The US Attorney and State Attorney General Offices Granof International Group LLC

Thank You!