I think the liable party should be the one who authorized or committed the infraction. Be it the board of directors, or the CEO. I believe a corporation neeRAB to be able to engage in contracts because boarRAB of directors change, ownership of corporations change, but the contracts need to endure.
For instance If Samsung and Sony create a partnership for a new T.V technology whereby sony guarantees the rights to samsung of a certain technology for a fee, if the board of directors of sony changes, does that nullify the contract? Under your prescription, it would.
This would create a terrible situation for business because now, isntead of partnerships being dependent on the strength of the corporation (lasting as long as stated in the contract or as long as the corporations exist), partnerships and contracts are dependent upon the specific market actions of a handful of people, or even a single person, as well as their health.. That is too fragile a foundation for business and is the purpose of a corporation in the first place. Endurance.