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What personal liability do I have as a public-company CEO?
Officers and directors can be personally liable for false or misleading statements in the company's filings and public communications. D&O insurance and good securities counsel are the protection. The CEO and CFO also personally certify every quarterly and annual report.
Joel Arberman, Meraki Partners · Reviewed October 2026. Based on 17 companies taken public since 1999: 11 by direct listing, 4 by reverse merger and 2 by IPO.
What do the CEO and CFO certify?
Under the Sarbanes-Oxley Act, they certify in each 10-Q and 10-K that they have reviewed the report, that it doesn't contain untrue statements or leave out material facts, and that they are responsible for the company's disclosure controls and internal controls. Knowingly certifying a false report is a crime.
Where does liability usually come from?
Disclosure. The registration statement, the periodic reports, press releases and what the CEO says to investors. The rule is simple: tell the truth, include the bad with the good, and don't share material news selectively. See the biggest compliance mistakes.
How does D&O insurance protect me?
Directors and officers insurance pays defense costs and settlements for claims against the company's leaders. In our experience it runs $50,000 to $100,000 a year for a small public company, and good directors won't join a board without it. The company's bylaws and indemnification agreements add another layer.
Is my pay disclosed?
Yes. A public company discloses executive pay in its annual filings. A smaller reporting company reports salary, bonus, stock awards and other pay for its CEO and its two other most highly paid executive officers.
Do I have to report my own stock trades?
If the company's stock is registered under Section 12 of the Exchange Act, officers, directors and 10% holders file Form 4 within two business days of a trade, and can owe back short-swing profits on a purchase and sale within six months. Ask counsel which rules apply to your company.
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