American Bar Association
Director and Officer Liability Committee

ABA Section of Business Law

Director and Officer Liability Committee

Message From The Chair

Dear Director & Officer Liability Committee Member,

The ABA Business Law Section Annual Meeting is just around the corner! I look forward to seeing you in Chicago, IL, September 13-16, 2017. If you missed the online registration, you can still register on-site at the Sheraton Grand Chicago.

Our Committee has some interesting programs planned, starting with our Committee meeting -

Director & Officer Liability Committee Meeting
Friday, September 15, 9 - 10:30 a.m.
Gleacher Center
Room 240, 2nd floor

where we will be discussing a number of hot topics affecting directors and officer that our members have been following, including the current state of indemnification and advancement case law and new developments in Delaware and elsewhere that impact director and officer liability. If you are unable to attend the meeting in person, I encourage you to dial in:

Toll-free dial-in number (U.S. and Canada):
(866) 646-6488
International dial-in number:
(707) 287-9583
Conference Code: 6989852466

Friday afternoon, our Committee will present a one-hour CLE program:

The ABCs of Director and Officer Liability Insurance
Friday, September 15, 2 - 3:00 p.m.
Sheraton Ballroom II, Ballroom Level

This program will be a nuts-and-bolts review of the current state of D&O insurance and the risks companies must consider when purchasing such insurance. It will cover key risks to directors, officers and companies that should be considered when purchasing cover, the types of cover available and how it is arranged, and how to ensure that your company's insurance program is robust and fit for purpose.

We are co-sponsoring two additional CLE programs. The first is presented by the Corporate Counsel Committee, entitled: Smarter, Faster, Cheaper Corporate Legal Services, and is scheduled for Friday, September 15 from 10:30 a.m. - 12:30 p.m. The program will focus on improving the quality and maximizing the value of legal services for corporate clients through a candid discussion of how in-house counsel and law firms can build strong relationships while enhancing the client's bottom line, and identify and address effective ways of dealing with challenges presented by the delivery of corporate legal services. The second is presented by the Corporate Compliance Committee, entitled: Managing Conflicts of Interest: Your Global Business Client's Conflicts May Result in Corruption Charges and Ethical Challenges, and is scheduled for Saturday, September 16 from 9 - 10:00 a.m.

I also encourage you to review the schedule for the many Section-wide events during the session. A full program schedule is available online. You can also find the program materials online here.

I look forward to seeing you in Chicago!


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


Zeberkiewicz, John

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Modified by Graham Hunt on September 15, 2017

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