D&O Indemnification Provisions in Governance Documents and Agreements
Drafting Effective Indemnity and Advancement Agreements to Protect Directors and Officers From Personal Liability
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will provide corporate counsel with guidance for drafting director and officer (D&O) indemnification provisions in governance documents and stand-alone agreements. The panel will also discuss how indemnification provisions interact with a corporation's D&O insurance policies.
- D&O protection programs — overview
- Statutory indemnification
- Drafting considerations
- Who is protected?
- Scope of protection
- Procedural provisions
- Bylaws vs. separate indemnity agreements — pros and cons
- Interplay between indemnity provisions and D&O insurance
The panel will review these and other key questions:
- What issues are typically covered in comprehensive indemnification provisions—in governance documents and individual agreements—to provide directors and officers protection from personal liability for corporate actions?
- Under what circumstances might a corporation decide to enter an individual indemnification agreement with its directors or officers?
- How do D&O indemnification provisions interrelate with a typical D&O insurance policy in terms of the scope of protection that each provides?
Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.
Dan A. Bailey
He is a nationally recognized expert regarding directors' and officers' responsibilities, liabilities, indemnification,... | Read More
He is a nationally recognized expert regarding directors' and officers' responsibilities, liabilities, indemnification, insurance, and loss prevention. He represents and consults with directors and officers, corporations, insurance companies, and law firms across the country. He is co-author of Liability of Corporate Officers and Directors, a leading treatise on the topic.Close
Amy L. Goodman
Gibson Dunn & Crutcher
She is co-chair of the firm's Securities Regulation and Corporate Governance practice group. She advises clients... | Read More
She is co-chair of the firm's Securities Regulation and Corporate Governance practice group. She advises clients with respect to securities law disclosure and regulatory issues and corporate governance matters, including the representation of independent board committees. She was ranked among the top 20 securities regulation advisory attorneys nationwide in the 2011 Chambers USA.Close
John F. Grossbauer
Potter Anderson & Corroon
He regularly advises public and private corporations and their boards of directors with respect to all aspects of the... | Read More
He regularly advises public and private corporations and their boards of directors with respect to all aspects of the Delaware General Corporation Law, ranging from advice regarding the fiduciary duties of directors to technical compliance with the various provisions of the Delaware General Corporation Law. He is a frequent speaker on matters of Delaware corporation law.Close