D&O Duty of Oversight Amid the Economic Crisis
Avoiding and Defending Breach of Fiduciary Duty Lawsuits
Recording of a 90-minute CLE webinar with Q&A
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.
- 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
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?
Lisa A. Fontenot
Gibson Dunn & Crutcher
She is a member of the firm's Corporate Transactions, Mergers and Acquisitions and Securities Regulation Groups. She... | Read More
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.Close
Cravath Swaine & Moore
She leads the firm’s General Corporate Practice, which includes its Corporate Governance and Board Advisory... | Read More
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.Close
Michael E. Foreman
Dorsey & Whitney
He represents secured and unsecured lenders and creditors, acquirers of and investors in distressed assets, and... | Read More
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.Close
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