D&O Indemnification, Fee Advancement and Insurance After Yates Memo on Individual Accountability for Corporate Misconduct

Leveraging Provisions in Corporate Bylaws, D&O Agreements and Insurance Policies to Maximize Protection for Directors and Officers

Recording of a 90-minute CLE webinar with Q&A


Conducted on Tuesday, February 14, 2017

Recorded event now available

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Program Materials

This CLE webinar will examine the impact of the Department of Justice’s (DOJ) Yates Memo for director and officer (D&O) indemnification, fee advancement provisions, and D&O insurance policies. The panel will provide guidance to corporate counsel for drafting and/or updating corporate bylaws and other governance documents, stand-alone agreements, and D&O insurance policies to ensure their provisions on indemnification and advancement of legal fees provide adequate protection to directors and officers in the event of a DOJ enforcement action.

Description

Since the DOJ issued the Yates Memo announcing the agency’s intention to pursue actions against individuals for corporate misconduct in late 2015, corporate directors and officers are scrutinizing their boards’ indemnification, fee advancement and D&O insurance policies to ensure that adequate protective measures are in place in the event that the DOJ initiates an investigation.

Counsel drafting or updating D&O indemnification and fee advancement provisions should ensure that they clearly outline who is entitled to indemnification and advancement of fees, the scope of indemnity, any limitations on the right to indemnity, and that the advancement provisions allow for payment of fees throughout the life of the case.

Counsel must also 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 discusses the impact over the past year of the Yates Memo on D&O indemnity, fee advancement and insurance coverage. The panel will review considerations and best practices for corporate counsel drafting or reviewing corporate bylaws and other governance documents, stand-alone indemnity and advancement agreements, and D&O insurance policies to ensure maximum protection for directors and officers in the event of a DOJ enforcement action.

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Outline

  1. Yates Memo implications for D&O indemnification, advancement, insurance
  2. Best practices for drafting/updating governance documents, standalone agreements, insurance policies

Benefits

The panel will review these and other key issues:

  • What concerns has the Yates Memo raised for corporate officers and directors as it relates to D&O indemnification, advancement and insurance?
  • What are some best practices for drafting D&O indemnification and advancement provisions to ensure that adequate protections are in place for directors and officers?
  • How do D&O indemnification provisions interplay with a typical D&O insurance policy in terms of the scope of protection that each provides?

Faculty

Michael J. (Mike) Biles
Michael J. (Mike) Biles

Partner
King & Spalding

Mr. Biles focuses his practice on securities litigation, representing public companies, officers, directors, and...  |  Read More

Scott P. DeVries
Scott P. DeVries

Partner
Winston & Strawn

Mr. DeVries represents clients facing insurance recovery issues. He also focuses his practice on class and mass torts,...  |  Read More

Randy K. Jones
Randy K. Jones

Member
Mintz Levin Cohn Ferris Glovsky and Popeo

Mr. Jones specializes in representing public and private companies of all sizes and high-profile individuals in...  |  Read More

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