D&O Indemnification, Fee Advancement, and Insurance: Individual Accountability for Corporate Misconduct
Leveraging Provisions in Corporate Bylaws, D&O Agreements, and Insurance Policies to Maximize Protection for Directors and Officers
A live 90-minute CLE video webinar with interactive Q&A
This CLE course will examine the impact of the Department of Justice's (DOJ) renewed "all-or-nothing" approach and restoration of the 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.
Outline
- Renewed "all-or-nothing" approach and its implications for D&O indemnification, advancement, insurance
- Best practices for drafting/updating governance documents, standalone agreements, insurance policies
Benefits
The panel will review these and other key issues:
- What concerns have the DOJ's renewed "all-or-nothing" approach 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
Julia Beskin
Partner
Schulte Roth & Zabel
Ms. Beskin has extensive experience litigating in the Delaware Court of Chancery, including disputes related to limited... | Read More
Ms. Beskin has extensive experience litigating in the Delaware Court of Chancery, including disputes related to limited partnerships and limited liability companies; breach of fiduciary duties; demand for corporate books and records; dissolution and winding up. She is an experienced trial lawyer who has tried cases in state and federal courts and arbitrations, including, as a first chair, an arbitration in which she secured a total victory in defeating a $100 million counterclaim. Ms. Beskin is a member of the firm’s Special Situations Group, a cross-disciplinary team that supports direct lending and private investment clients facing distressed situations. She is also a member of the firm’s Real Estate Litigation Group, and has litigated matters arising out of real estate financing, leasing and sale transactions, including disputes between commercial tenants and landlords.
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Jay A. Dubow
Partner; Co-Leader Securities Investigations + Enforcement Practice Group
Troutman Pepper
Mr. Dubow focuses his practice on complex business litigation, with a special emphasis on defending against shareholder... | Read More
Mr. Dubow focuses his practice on complex business litigation, with a special emphasis on defending against shareholder derivative and securities class action litigation. He also represents clients involved in investigations by the SEC, the Pennsylvania Department of Banking and Securities, and various self-regulatory organizations, including FINRA. Mr. Dubow also conducts internal investigations on behalf of clients. Such investigations have included allegations involving the FCPA, whistleblower claims, financial fraud, and civil and criminal violations of various federal and state laws. Mr. Dubow previously worked at a public credit card company as senior vice president, general counsel, and chief administrative officer. He began his career as a staff attorney and then branch chief in the Division of Enforcement of the SEC in Washington, D.C. Mr. Dubow is a leader in the ABA’s Business Law Section and currently serves as vice chair of the Business and Corporate Litigation Committee and vice chair of the Criminal and Enforcement Litigation Subcommittee. He is on the editorial board of The Business Lawyer, the law review of the Section of Business Law of the ABA.
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