Directors and Officers can be targets for legal action due to the decisions they make and also simply because of their status. Not only do public companies have this exposure, private companies face similar risks.
Any private company can be sued by employees, shareholders, investors, customers, competitors, creditors, vendors and/or suppliers.
Directors and Officers can be held personally liable for their decisions. They can be sued based on their actions while running the company or they can be named in a lawsuit simply because they are directors and officers.