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 Frances Goin's leadership, a CLE program at the Business Law Section's 2015 Spring meeting in San Francisco entitled “REVISITING DIRECTOR OVERSIGHT LIABILITY IN THE CYBERSECURITY AGE: The Interplay of Caremark/Stone and Effective Risk Management”, sending out alerts of recent cases and other developments, and 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, as well as a podcast on crowdsourcing, are also in the works.

Our committee will meet in San Francisco from 9:00 to 10:00 a.m. on Friday, November 21, 2014 at the Ritz-Carlton Hotel, Jefferson, Ballroom 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:

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 Washington, DC.

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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Modified by Graham Hunt on November 19, 2015

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