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Former legislator warns corporate-immunity language could shield officers from common-law liability
Summary
Dennis Murray of the Ohio Association for Justice opposed Senate Bill 146, telling the Senate Judiciary Committee that broadly codified immunity for officers, directors and employees could eliminate personal liability for torts and regulatory violations; he cited the Greer case and Superfund enforcement as reasons to preserve common-law remedies.
Dennis Murray, testifying for the Ohio Association for Justice, urged the committee to oppose Senate Bill 146 as currently drafted, arguing the bill would inadvertently provide sweeping immunity to corporate officers, directors and employees and remove personal liability for common-law torts and some regulatory violations.
"The way they've drafted this particular bill, it turns all that on its head," Murray said, describing a range of common-law obligations that, in his view, the bill would remove. He warned that codifying broad immunity risks "ossifying" the law and removing the courts' ability to adapt doctrines such as piercing the corporate veil.
Murray recounted an illustrative case known in practice as Greer, describing a family-owned exterminating company whose property became contaminated and ultimately a Superfund matter; when owners dissolved corporate entities and sold assets, courts held individuals responsible for failing to comply with regulatory orders. Murray said Senate Bill 146 as drafted could make officers immune even in comparable circumstances.
He suggested a narrowly targeted fix: preserve liability where an officer, director or employee has engaged in personal misconduct that would give rise to common-law liability, and explicitly retain liability for violations of statutory regulatory orders. Senator Gabbard noted the bill includes language preserving alter-ego or veil-piercing doctrines; Murray agreed that courts must still be able to examine misconduct in context.
The committee recorded the testimony as the bill’s third hearing; no committee vote was taken during the session.
