D&O Indemnification Provisions in Governance Documents and Agreements
Drafting Effective Indemnity and Advancement Agreements to Protect Directors and Officers From Personal Liability
Recording of a 90-minute CLE webinar/teleconference with Q&A
Conducted on Tuesday, July 10, 2012
Recorded event now available
This CLE webinar will provide corporate counsel with guidance for drafting director and officer (D&O) indemnification provisions in governance documents and stand-alone agreements. The panel will also discuss how indemnification provisions interact with a corporation's D&O insurance policies.
Description
Providing indemnification protection for directors and officers can increase a corporation's ability to recruit and retain qualified leaders. Most directors would not consider serving on a board that fails to protect them from personal liability through indemnification rights and comprehensive D&O insurance.
Indemnification rights may be granted by state statute, in corporate governance documents, or in stand-alone agreements with directors and officers. Strong indemnification provisions should clearly identify who is entitled to indemnification, the scope of indemnity, and any limitations on the right to indemnity.
Counsel drafting D&O indemnification provisions must understand and anticipate potential statutory and case law limitations, enforcement hurdles, and the interplay of indemnification provisions with D&O insurance coverage.
Listen as our authoritative panel of corporate attorneys discusses considerations and strategies for corporate counsel drafting indemnification provisions in corporate governance documents and agreements to protect directors and officers from personal liability.
Outline
- D&O protection programs — overview
- Statutory indemnification
- Drafting considerations
- Who is protected?
- Scope of protection
- Procedural provisions
- Bylaws vs. separate indemnity agreements — pros and cons
- Interplay between indemnity provisions and D&O insurance
Benefits
The panel will review these and other key questions:
- What issues are typically covered in comprehensive indemnification provisions—in governance documents and individual agreements—to provide directors and officers protection from personal liability for corporate actions?
- Under what circumstances might a corporation decide to enter an individual indemnification agreement with its directors or officers?
- How do D&O indemnification provisions interrelate with a typical D&O insurance policy in terms of the scope of protection that each provides?
Faculty
Dan A. Bailey, Member
Bailey Cavalieri, Columbus, Ohio
He is a nationally recognized expert regarding directors' and officers' responsibilities, liabilities, indemnification, insurance, and loss prevention. He represents and consults with directors and officers, corporations, insurance companies, and law firms across the country. He is co-author of Liability of Corporate Officers and Directors, a leading treatise on the topic.
Amy L. Goodman, Partner
Gibson Dunn & Crutcher, Washington, D.C.
She is co-chair of the firm's Securities Regulation and Corporate Governance practice group. She advises clients with respect to securities law disclosure and regulatory issues and corporate governance matters, including the representation of independent board committees. She was ranked among the top 20 securities regulation advisory attorneys nationwide in the 2011 Chambers USA.
John F. Grossbauer, Partner
Potter Anderson & Corroon, Wilmington, Del.
He regularly advises public and private corporations and their boards of directors with respect to all aspects of the Delaware General Corporation Law, ranging from advice regarding the fiduciary duties of directors to technical compliance with the various provisions of the Delaware General Corporation Law. He is a frequent speaker on matters of Delaware corporation law.
Ordering
Online CLE - Audio Recording
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CLE:
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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. (*Indicates that Strafford needs to process the CLE — see below to purchase this option.)
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Available ten business days after the live event
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Program Materials
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Program Materials
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Corporate Law Advisory Board
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Hogan Lovells
General Counsel
Assurance America
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Mayer Brown
Matthew A. Karlyn
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Cooley
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General Counsel
Rollins
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