D&O Duty of Oversight Amid the Economic Crisis
Avoiding and Defending Breach of Fiduciary Duty Lawsuits
Recording of a 90-minute CLE teleconference with Q&A
Conducted on Thursday, June 11, 2009
Recorded event now available
This seminar will review the impact of the economic crisis on board governance practices and offer strategies for corporate counsel to avoid legal liability and survive shareholder scrutiny.
Description
As the federal government and corporate shareholders actively seek to determine the driving force behind the economic crisis, the oversight role of corporate boards of directors is frequently called into question.
A February 2009 decision of the Delaware Court of Chancery, In re Citigroup Inc. Shareholder Derivative Litigation, is an important decision on oversight liability and the doctrine of corporate waste that is expected to significantly impact derivative suits arising from the economic crisis.
In the current environment, directors and officers must evaluate and adjust their governance practices to minimize vulnerabilities and anticipate future risks. Failure to exercise adequate oversight may result in shareholder litigation, government enforcement and negative publicity.
Listen as our panel of corporate attorneys reviews the impact of the economic crisis on board governance practices and offers strategies to avoid legal liability and survive shareholder scrutiny.
Outline
- D&O duties in the current environment
- Duty of oversight
- Duty of disclosure
- Doctrine of corporate waste
- Recent case law
- Issues for troubled companies
- Impact of SEC 2009 agenda on board practices
- Best practices to avoid lawsuits or minimize liability
- Establish procedures to discourage fraud and misbehavior (whistleblower procedures, ethical guidelines)
- Review and modify risk management policies, including liquidity risk management
- Review and modify executive compensation
- Address risk assessment during board meetings
- Adequately budget for internal controls and compliance monitoring
- Comply with disclosure obligations under federal securities laws
- Prepare for high priority corporate governance issues
- Review D&O insurance and indemnification arrangements
Benefits
The panel will review these and other key questions:
- What fiduciary duties of directors and officers are most significant during the economic meltdown?
- How will the In re Citigroup Inc. Shareholder Derivative Litigation decision impact cases arising out of the economic crisis?
- What best practices should counsel recommend when advising corporate boards on minimizing risk vulnerabilities?
- What protection does the business judgment rule presumption provide to directors and officers?
Faculty
Lisa A. Fontenot,
Partner
Gibson Dunn & Crutcher, Palo Alto, Calif.
She is a member of the firm's Corporate Transactions, Mergers and Acquisitions and Securities Regulation Groups. She counsels clients across a variety of industries on a broad range of transactional, SEC reporting, corporate governance and general corporate matters. She regularly appears as a speaker at continuing legal education programs about securities and corporate governance matters.
Susan Webster,
Partner
Cravath Swaine & Moore, New York
She leads the firm’s General Corporate Practice, which includes its Corporate Governance and Board Advisory Group. She has extensive experience counseling senior management and Boards of Directors on issues related to fulfillment of directors’ oversight and fiduciary duties, director liability issues, board governance issues, crisis management and other complex governance matters.
Michael E. Foreman,
Partner
Dorsey & Whitney, New York
He represents secured and unsecured lenders and creditors, acquirers of and investors in distressed assets, and reorganizing and financially distressed companies in Chapter 11 restructurings.
Ordering
Online CLE - Audio Recording
Includes audio streaming of full program plus handouts (available 24 hours after live seminar).
CLE:
Pre-approved for participatory or non-traditional/alternate format credit in: CA, HI*, NY*, WV*.
Pre-approved for self-study credit in: AK, AZ, MO, MT, TX, VT, WA.
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(*Indicates that Strafford must report attendance.)
Online CLE Audio $149.00
Available 24 hours after the live event
Recorded Event
Includes full event recording plus handouts (available after live seminar).
CLE: Pre-approved for self-study credit in: AK, AZ, CA, CT, HI, MO, MT, NY, TX, VT, WA, WV. Upon request, self-study credit is also available in: CO, FL, GA, ID, KY, ME, ND, NE, NH, NM, NV, OR, UT, WI, WY. If you are applying for self-study credit in one of these states, contact Strafford CLE at 1-800-926-7926 ext. 35 or CLE@straffordpub.com.
MP3 Download (Audio Only) $49.00
Available 24 hours after the live event
CD $49.00
plus $9.45 S&H
Available ten business days after the live event
CLE Credit
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Customer Reviews
I liked the practicality and thoroughness of the presentation and the handouts.
Barry Jasilli
CVS Caremark
The program provided good info apparently based on solid experience.
Edward. J. Dunham, Jr.
Kleinbard Bell & Brecker LLP
The program contained good information based on solid experience.
Edward M. Dunham, Jr.
Kleinbard Bell & Brecker LLP
The webinar was very easy to use and I liked that the speakers were very knowledgeable.
E. Moses Vejil
Bingham Greenebaum Doll LLP
Very good breadth and depth of the subject matter - the speakers had a lot of experience and insight.
Ken J. Pedersen
Pedersen & Company, PLLC
Corporate Law Advisory Board
Partner
Hogan Lovells
General Counsel
Assurance America Corporation
Partner
Mayer Brown
Partner
Foley & Lardner
Kathleen Mayton
General Counsel
Rollins, Inc.
Partner
K&L Gates
Partner
Kaye Scholer
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