I agree with your comments on most part Stewie, the directors cannot walk away from any liabilities under applicable securities acts as well as other provisional instruments. I believe one thought may be that if shareholders accept a company , they accept it as is, and if there are skeletons in the closet, the buyer beware clause may save some harm to the company. However, as you have stated, there needs to be an assurance negotiated before hand in the lines of transparency which will free the company from certain liabilities and indirectly the liabilities of those in charge. Its the things not revealed that carry a true liability and is punishable by appropriate law.

I will say that indeminty has entered the picture on a broader scale in Canada in an attempt to lessen the burden between a company and its management, and could also perhaps be considered as a protective barrier for shareholders and their company against an unethical executive. Laws are constantly evolving with steering non binding attempts entering the picture which only reveals how laws have become too complicated and no longer serve their purposes where a huge element of contradiction has been built in the confines of the law. Plain and simple, over regulation that has taken away the value of effectiveness of law in this society, and has placed this burden upon the general populace, in which the lawyers always are the winners.