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

Conducted on Tuesday, July 10, 2012

Recorded event now available

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Program Materials

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.


Providing indemnification protection for directors and officers can increase a corporation's ability to recruit and retain qualified leaders. Most directors would not consider serving on a board that fails to protect them from personal liability through indemnification rights and comprehensive D&O insurance.

Indemnification rights may be granted by state statute, in corporate governance documents, or in stand-alone agreements with directors and officers. Strong indemnification provisions should clearly identify who is entitled to indemnification, the scope of indemnity, and any limitations on the right to indemnity.

Counsel drafting D&O indemnification provisions must understand and 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 of corporate attorneys discusses considerations and strategies for corporate counsel drafting indemnification provisions in corporate governance documents and agreements to protect directors and officers from personal liability.



  1. D&O protection programs — overview
  2. Statutory indemnification
  3. Drafting considerations
    1. Who is protected?
    2. Scope of protection
    3. Procedural provisions
  4. Bylaws vs. separate indemnity agreements — pros and cons
  5. 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
Dan A. Bailey

Bailey Cavalieri

He is a nationally recognized expert regarding directors' and officers' responsibilities, liabilities,...  |  Read More

Amy L. Goodman
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

John F. Grossbauer
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

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