Corporate Officer and Director Liability: Helping D&Os Navigate Increased Exposures
Recording of a 90-minute CLE video webinar with Q&A
This CLE course will address recent trends in the law pointing toward increased exposure for corporate officers and directors. D&Os are finding themselves increasingly in the crosshairs of government enforcement investigations as well as litigation brought by shareholders, customers, and business partners.
Outline
- Director and officer liability
- Fiduciary duties
- Business judgment rule: statute/common law
- Limitations at the MTD stage
- Exposures
- Damages
- Disgorgement
- Penalties
- Recent efforts to impose liability on individual D&Os
- Government enforcement actions
- DOJ
- SEC
- Other regulators
- Individual shareholder actions
- Direct shareholder actions
- Derivative shareholder actions
- Government enforcement actions
- Mitigating personal liability
- Indemnification
- Limitations
- Discretionary nature of advancement
- D&O insurance
- Understanding Side A and Side B coverage
- What constitutes a "claim" and when to provide notice
- Key exclusions: regulatory exclusion; insured-versus-insured exclusion; conduct exclusion
- Indemnification
- Best practices
- Indemnification
- D&O insurance
- Mitigating risk of privilege waivers in communications with insurers
Benefits
The panel will address these and other key issues:
- Primer on the basics of D&O liability
- The trend for individual D&O exposure in government enforcement actions
- How D&Os can mitigate risk, including when a state allows shareholders to file direct claims of personal liability
- Exceptions and exclusions that D&Os should be aware of in D&O insurance policies
Faculty
Steven M. Cady
Partner
Williams & Connolly
Mr. Cady focuses on civil and criminal trials, principally in matters relating to financial services, health care,... | Read More
Mr. Cady focuses on civil and criminal trials, principally in matters relating to financial services, health care, technology, government investigations, and national security. He has tried numerous cases and has filed and litigated lawsuits throughout the country. In recent years, Mr. Cady has tried a month-long civil jury trial defending a national bank, has served as lead outside counsel for companies and non-profit organizations, has led the defense against class actions involving hundreds of millions of dollars, and has led the prosecution of multi-million dollar lawsuits on behalf of people and companies that have been wronged.
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Ryan T. Scarborough
Partner
Williams & Connolly
Mr. Scarborough defends financial institutions, law firms, corporations, and their directors and officers against... | Read More
Mr. Scarborough defends financial institutions, law firms, corporations, and their directors and officers against threatened or actual litigation from government regulators, consumers, shareholders, and competitors. He has litigated against the Consumer Financial Protection Bureau, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Federal Housing Finance Agency, and other financial regulatory agencies. He has been recognized by The Legal 500 for his work in handling Financial Services litigation, advising financial institutions and high-ranking executives across a range of litigation and enforcement actions.
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Daniel I. Wolf
Partner
Gilbert
Mr. Wolf focuses his practice on resolving complex insurance coverage issues for policyholders. Leveraging over a... | Read More
Mr. Wolf focuses his practice on resolving complex insurance coverage issues for policyholders. Leveraging over a decade of experience litigating and negotiating with insurers, he works closely with clients to develop and implement strategies to maximize their insurance recoveries. He also counsels clients on risk management and insurance procurement issues. His practice is particularly focused on D&O insurance–where he draws on his prior experience litigating securities fraud and derivative lawsuits at a New York firm–as well as other financial lines of coverage (including E&O, fiduciary, EPL, cyber, and transactional risk insurance), topics on which he writes and speaks regularly.
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