D&O Duty of Oversight Amid the Economic Crisis

Outline

1. D&O duties in the current environment
   1. Duty of oversight
   2. Duty of disclosure
   3. Doctrine of corporate waste
   4. Recent case law
   5. Issues for troubled companies
2. Impact of SEC 2009 agenda on board practices
3. Best practices to avoid lawsuits or minimize liability
   1. Establish procedures to discourage fraud and misbehavior (whistleblower procedures, ethical guidelines)
   2. Review and modify risk management policies, including liquidity risk management
   3. Review and modify executive compensation
   4. Address risk assessment during board meetings
   5. Adequately budget for internal controls and compliance monitoring
   6. Comply with disclosure obligations under federal securities laws
   7. Prepare for high priority corporate governance issues
   8. 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?