egregious accusations are tossed at board members by shareholders, legally

defamatory or not,
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Defamation
defamation

Defamation is a statement that injures a third party's reputation. The tort of defamation includes
both libel (written statements) and slander (spoken statements).
To win a defamation case, a plaintiff must show four things: 1) a false statement purporting to be
fact; 2) publication or communication of that statement to a third person; 3) fault; and 4)
damages, or some harm caused to the person or entity who is the subject of the statement.
Since the U.S. Supreme Court's 1964 decision in New York Times v. Sullivan, defamation claims
have been limited by First Amendment concerns. Thus, for instance, public officials and public
figures (people who are famous) must show that statements were made with actual malice to
recover in an action for defamation. Actual malice means that a statement was made with
knowledge that it was false or with reckless disregard of whether or not it was false. In addition,
a plaintiff must show actual malice by "clear and convincing" evidence rather than the usual
burden of proof in a civil case, preponderance of the evidence.
A private person suing about a matter of private concern need only show negligence, meaning
that the defendant knew the statement was false, or would have known if she or he had exercised
reasonable care.
Defamation claims are also subject to a number of privileges. The types and limits of these
privileges will vary from state to state.
An absolute privilege is a complete defense to a defamation claim. For instance, statements made
by witnesses during a judicial proceedings are subject to absolute privilege. The reason is
that those statements are subject to sanctions. Statements made during legislative debates are also
protected by an absolute privilege.
Statements may also be protected by a qualified privilege. For instance, a parent's statement to
her or his children warning them not to associate with certain kids is likely protected by a
qualified privilege.
Libel
Definition

Libel is a method of defamation expressed by print, writing, pictures, signs, effigies, or any
communication embodied in physical form that is injurious to a person's reputation, exposes a
person to public hatred, contempt or ridicule, or injures a person in his/her business or
profession.
Overview

Libel is a tort governed by State law. State courts generally follow the common law of libel,
which allows recovery of damages without proof of actual harm. Under the traditional rules of
libel, injury is presumed from the fact of publication. However, the U.S. Supreme Court has held

that freedom of expression secured by the First Amendment limits a State's power to award
damages in actions for libel.
In New York Times Co. v. Sullivan, the Court held that proof of actual malice is required for an
award of damages in an action for libel involving public figures or matters of public concern.
See New York Times Co. v. Sullivan, 376 U.S. 254 (1964). The Court reasoned that speech
related to matters of public concern is at the heart of the protections guaranteed by the First
Amendment, and outweighs the State's interest in compensating individuals for damage to their
reputations.
In Gertz v. Robert Welch, Inc., the Court refused to extend the New York Times standard to
actions for libel involving private individuals even where the matter is of public concern. See
Gertz v. Robert Welch, Inc., 418 U.S. 323 (1974). In Gertz, the Court recognized a strong and
legitimate state interest in compensating private individuals for injury to reputation, but
cautioned that this interest extends no further than comensation for actual injury. The Gertz
Court held that in a case involving a matter of public concern, recovery of presumed or punitive
damages is not permitted without a showing of malice; that is, unless liability is based on a
showing of knowledge of falsity or reckless disregard for the truth.
In Dun & Bradstreet, Inc. v. Greenmoss Builders, Inc., the Court held that in actions for libel
involving private individuals and matters of purely private concern, presumed and punitive
damages may be awarded on a lesser showing than actual malice. See Dun & Bradstreet, Inc. v.
Greenmoss Builders, Inc., 472 U.S. 749 (1985). In Dun & Bradstreet, the Court determined that
the First Amendment was not violated by permitting recovery of presumed and punitive damages
absent a showing of malice when the defamatory statements do not involve issues of public
concern.

Slander
A false statement, usually made orally, which defames another person. Unlike libel, damages
from slander are not presumed and must be proven by the party suing. See, e.g. TXO Production
Corp. v. Alliance Resources, 509 U.S. 443 (1993).

Definition from Nolos Plain-English Law Dictionary

Calumny

(cal-um-nee) Maliciously misrepresenting another's words or acts, causing injury to that person's
reputation; or falsely charging another with a crime.
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