American Bar Association
Director and Officer Liability Committee

ABA Section of Business Law

Director and Officer Liability Committee

Message From The Chair

We are excitedly looking forward to the ABA Business Law Section Spring Meeting in Montreal, Quebec, CA this month! Please note that our committee meets on Friday, April 8, 2016 from 10-11:30 a.m. Details and dial-in information are below. We will hear reports on a number of recent developments affecting director and officer liability, and hear from our subcommittee chairs.

Director and Officer Liability
Director and Officer Liability Committee Meeting
Friday 4/8/2016 10:00AM - 11:30AM
Youville, Executive Level
Toll-free dial-in number (U.S. and Canada):
(866) 646-6488
International dial-in number:
(707) 287-9583 Conference

In addition to our committee meeting, I hope you will attend our featured ethics/CLE program onFriday afternoon, April 8, 2016 from 2:30:30-4:30 p.m., " Preparing for and Ethical Issues Created by the Department of Justice's Yates Memo on Individual Accountability for Corporate Wrongdoing," (Hotel Bonaventure, Verdun, Convention Floor). This topic expands upon our committee's ongoing analysis of the rights and duties of directors and officers caught up in regulatory investigations and litigation. Our distinguished panel will also address ethical issues for attorneys who represent these individuals, and insurance challenges created by recent DOJ pronouncements. The program promises to continue in the tradition of the high level of programming and cutting edge educational materials that have become our committee's trademark.

The Director and Officer Liability Committee presents many opportunities to publish or speak on topics of interest to directors and officers and those who counsel them, and I hope you will take advantage of this forum. Please feel free to contact me directly at with your suggestions or ideas to improve our committee and make it more relevant to your needs.

I look forward to seeing you soon in Montreal! Tout le meilleur!

Frances Floriano Goins
Chair, Director and Officer Liability Committee
ABA Business Law Section

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.

Webinars and Podcasts

Attorney Client Privilege: Implications for Officers and Directors (August 13, 2014)

This podcast explores issues arising in the corporate context affecting officers and directors regarding the assertion of the attorney client privilege, including who is the client, who controls the privilege and preserving the privilege in the mergers and acquisitions context. The podcast was moderated by Lewis Lazarus of Morris James LLP. The speakers were Peter B. Ladig of Morris James LLP and John Zeberkiewicz of Richards Layton & Finger.

Related Products

    Annotated Model Director and Officer Indemnification Agreement

    Annotated Model Director and Officer Indemnification Agreement

    ISBN: 978-1-62722-186-3 Product Code: 5070668PDF 2013, 30 pages This PDF provides guidance to counsel developing a D&O indemnification agreement and includes a .zip file containing the model agreement with annotations, and a Word file of the agreement without

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Goins, Frances

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 Sub Committees

Programs, Meetings and Events

Section Events

    Emerging Issues in Global Digital Currency Payments


    The event will be held on 10/25/2016. The format is Web. The event sponsor(s) are Center for Professional Development,Business Law Section. The event has 2.00 CLE Credits .

    The Accidental Non-Profit Attorney: Things You Need to Know


    The event will be held on 10/25/2016. The format is Web. The event sponsor(s) are Center for Professional Development,Business Law Section,Solo, Small Firm and General Practice Division,Division for Public Services,Senior Lawyers Division,Section of Taxation. The event has 1.50 CLE Credits .

    2016 Business Bankruptcy Committee Fall Meeting

    Marriott Marquis
    San Francisco

    Advance Registration is now CLOSED. Please register and purchase lunch and dinner tickets onsite at the San Francisco Marriott Marquis beginning Wednesday, Ocotber 26, 2016.





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Modified by Frances Goins on October 10, 2016

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