American Bar Association
 
Director and Officer Liability Committee

ABA Section of Business Law


Director and Officer Liability Committee


Message From The Chair, Lewis Lazarus




Our committee has been active since we last met. Ongoing projects include planning, under Jim Wing's leadership, a CLE-eligible program at the Business Law Section's Spring meeting in Los Angeles, sending out alerts of recent cases and other developments, updating our checklist for D&O insurance and publishing this newsletter. A podcast on the attorney-client privilege as it relates to directors and officers is also in the works.



Our committee will meet in Los Angeles from 10:00 to 11:30 a.m. on Friday, April 11, 2014 in Plaza 3, Third level, at the JW Marriott Hotel.



Our CLE, which is co-sponsored by the Business and Corporate Litigation, Corporate Governance and Private Equity and Venture Capital Committees, is scheduled for 2:30 to 4:30 p.m. on Saturday, April 12 in the Gold Ballroom, Salon 1, First Level, of the JW Marriott. Perhaps due to this level of activity and content-generation, I am pleased to report that our committee is one of the fastest-growing committees of the Business Law Section.



Thanks once again to our subcommittee chairs -- Frances Goins, Michaela Sozio and James Wing -- and the newsletter committee of Frances, Michaela and Corinne Amato, for their efforts in in keeping you up to date on topics relevant to director and officer liability.



I look forward to seeing you in Los Angeles.



Mission Statement



The mission of the Committee on Director and Officer Liability is to monitor developments concerning the liability of directors and officers of for profit corporations, including court decisions, government actions, exculpatory provisions, D & O insurance and indemnification, and, if appropriate, to suggest changes in law or regulation. Through programs, reports and publications, including the preparation of sample documents, the Committee will provide updates and materials on legal developments in director and officer liability.



Business Law Section Spring Meeting Information



The Director and Officer Liability Committee Meeting will be held on Friday, April 11, 2014 from 10:00 a.m. to 11:30 a.m. at the JW Marriott, Plaza 3, Third Level.

The dial-in information is as follows:

Toll-free dial-in number (U.S. and Canada)

(866) 646-6488

International dial-in number:

(707) 287-9583

Conference code:

7465900121

April 12, 2014 CLE: Directors, Officers and In-House Counsel: You Think You're Covered, But You're Not (And What To Do About It): 2:30 p.m.

This CLE is unique both in its focus and its panelists. The title is descriptive: "Directors, Officers and In-House Counsel: You Think You're Covered, But You're Not (And What To Do About It)." It summarizes the results of the D&O Liability Committee's two-year exploration of the law and practice relating to the advancement of defense costs to innocent executives and their counsel when they become, as a U.S. Supreme Court case put it, "ensnared in ambiguous circumstances" that have criminal law implications. Experience teaches that these are the most stressful and potentially catastrophic claims that executives and their counsel can face, and they are not prepared for the damage that frequently follows to their health, family relationships, career and finances -- even if they are vindicated or not even charged.

The program will show how the common law of advancement has grown in a piecemeal fashion and remains fractured and complex. It will also demonstrate how insurance coverage is only beginning to catch up. It will then suggest means to limit the possible damage.

The panelists have been selected to cover the waterfront. Francis Pileggi, a noted practitioner and Delaware law legal blogger from Eckert Seamans in Wilmington, Delaware, will speak to the pitfalls and advantages of Delaware law and the twelve U.S. jurisdictions that are viewed as following it. Nancy Adams of Mintz Levin in Boston, Massachusetts, a noted insurance practitioner, will illustrate the problems inherent in the laws of the 40+ Model Act jurisdictions that require an executive seeking advancement to either waive critical Fifth Amendment rights as a condition to advancement or forfeit both his or her job and right to advancement. She will also link those issues to cooperation clauses in D&O policies. James Wing of Holland & Knight in Miami, Florida and Chicago, Illinois has defended executives caught in parallel civil and criminal proceedings and litigated advancement cases in which Fifth Amendment concerns were paramount. He will provide attendees with a Fifth Amendment primer directed to executive risks in internal investigations. He will also introduce our committee's current corporate counsel checklist as well as a 52 jurisdiction summary and analysis of advancement law as it relates to the Fifth Amendment and other means by which executives' rights to advancement can be compromised.

In addition, Leslie Kurshan, chief executive of the management liability division of Marsh London, a major international insurance broker, will link these points to current developments in both U.S. and international D&O insurance markets. Finally, Kara Altenbaumer-Price, management liability counsel for USL Dallas, a major broker for cover for in-house counsel, will explore how these issues impact "employed lawyers" (the insurance-industry term) and discuss particular issues unique to their protection when they are accused of aiding alleged miscreant executives.

The program promises to be both interesting and educational. The D&O Liability Committee encourages your attendance.


Related Products



Annotated D&O Indemnification Agreement
"Directors and officers of a corporation may be exposed to personal liability if they breach certain duties that they owe to the corporation, its shar... more

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Chair:  Lewis Lazarus

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Programs, Meetings and Events



Section Events
April 22, 2014
Location: N/A
Format: Webinar/Teleconference

April 23, 2014
Location: N/A
Format: Webinar/Teleconference

April 23, 2014 - April 25, 2014

Washington,
DC
Format: Live/In-Person

Sub Committees Click [+] for listing



 Sub Committees

Publications & Webinars



Corporate Counsel Checklist - D&O Protection Program

Materials



2013 Spring Meeting
2012 Annual Meeting
2012 Spring Meeting

Newsletter



April 2014
November 2013
August 2013
March 2013
March 2007
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Modified by Graham Hunt on April 10, 2014

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