Strategies for Avoiding and Defending Direct
and Derivative Lawsuits
CD of Teleconference with Q&A
Click here for program outline
Conducted on Wednesday, October 15, 2008
Now available on CD
Sponsored by the Legal Publishing Group of Strafford Publications
In May, the U.S. Bankruptcy Court for the District of Delaware declined to dismiss a complaint against corporate officers and directors alleging they breached their fiduciary duties by approving the sale of their company’s assets immediately before filing for chapter 11 bankruptcy protection.
The Delaware opinion provides extensive guidance on the fiduciary duties of directors and officers of companies facing bankruptcy — which are complicated by the competing interests of shareholders and creditors — and steps directors and officers can take to shield themselves from liability.
Plaintiffs will likely use the Delaware opinion to support their claims against directors and officers of distressed companies. It is critical that directors and officers head off such claims, as a breach of duty by directors and officers could lead to derivative suits against the corporation.
Listen as our panel of attorneys reviews the Delaware opinion and its implications, explains the fiduciary duties of directors and officers when a company is facing insolvency, and offers best practices to avoid and defend against breach of fiduciary duty lawsuits.
The panel included:
Michael 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 complex Chapter 11 restructurings.
Amy Goodman, Partner, Gibson Dunn & Crutcher, Washington, D.C. She is Co-Chair of the firm's Corporate Governance Practice Group. She advises clients with respect to corporate governance matters, including the representation of independent board committees.
Gardner F. Davis, Partner, Foley & Lardner, Jacksonville, Fla. He is a member of the firm's Bankruptcy and Business Reorganizations Practice. He advises boards of directors and special committees with regard to fiduciary duty issues in various contexts.
The panel reviewed these and other key questions:
- What guidance does the Delaware Bankruptcy Court opinion in Bridgeport Holdings Inc. Liquidating Trust v. Boyer give regarding the duties to shareholders and creditors by directors and officers when a company is on the brink of bankruptcy?
- What is the significance of a corporation's insolvency status in determining the duties directors and officers owe creditors?
- What strategies can counsel for directors and officers employ to defend against breach of fiduciary duty lawsuits?
- How can corporations avoid and defend derivative lawsuits arising from D&O actions?
TELECONFERENCE CDPurchase a CD-ROM of the full conference proceedings, including Q&A and PDF files of all handouts (available 10 days after the program).
- Regular Price - $297 (plus $9.45 S&H)
- With Teleconference Registration – an additional $75 (plus $9.45 S&H)
CLE credit is available for an additional $65 each for attorneys seeking CLE credits for NY or CT.
Other states may grant CLE credits for listening to this CD - check with your state about applying for self-study credit on CD-listening.
Click here for program outline