Corporate Officer and Director Liability: Trend Toward Increased Exposure for Individual D&Os
Recording of a 90-minute CLE video webinar with Q&A
The CLE course will address recent trends in the law pointing toward increased exposures 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 action
- DOJ
- SEC
- Other regulators
- Individual shareholder actions
- Direct shareholder actions
- Derivative shareholder actions
- Government enforcement action
- 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 litigates in both state and federal court on behalf of policyholders seeking recovery under directors and... | Read More
Mr. Wolf litigates in both state and federal court on behalf of policyholders seeking recovery under directors and officers, professional liability, fiduciary liability, commercial general liability, title, and other lines of insurance. He also advises clients regarding risk management and insurance recovery strategies that extend beyond litigation. Mr. Wolf’s practice includes representation of corporations, individuals, and post-bankruptcy trusts. Prior to joining Gilbert LLP, he litigated securities fraud class actions and shareholder derivative lawsuits at a law firm in New York.
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