Director Liability and Insurance Resource Center

With help from resources featured here, directors can assess and mitigate their legal liability exposure,  and so act with greater confidence to fulfill their roles.

Monitor General Trends in Director Liability and Insurance

US Private and Not-for-Profit Companies Still Face D&O Insurance Headwinds as Market Improves US Public Company D&O Insurance Market Sees Pricing Relief, Strong Competition 2022 Governance Outlook: Projections on Emerging Board Matters (including D&O Liability and Insurance) Recent Delaware Cases (including 2021 Boeing case) Blog Series on Delaware Cases (Pileggi) Blog Series on D&O Liability (Lacroix) Corporate Governance Requirements (NACD Resource Center)

Understand the Basic Sources of Director Liability

Director FAQ: Avoiding Conflicts of Interest Director FAQ: Boards and Regulation Fair Disclosure (Reg FD) Director FAQ: The Board’s Role in Data Privacy Oversight Director FAQ: Director Independence Director FAQ: Fiduciary Duties Directors’ Fiduciary Duties: Back to Delaware Law Basics (Skadden Arps) FTC Thresholds for Interlocking Directorates (Federal Trade Commission) Delaware General Corporation Law on Interested Directors (Subchapter IV, Section 144) Corporate Governance Requirements (NACD Resource Center)

Establish Policies and Processes to Reduce Director Liability Exposure

Federal Forum Selection Provissions: A Key Tool to Defend Against Offering-Related Securities Lawsuits For SPACs, an Ounce of Liability Prevention is Worth a Pound of Cure (June 2021) Caremark Developments and the Imperative of Regular Risk Review (Wachtell, Lipton, May 2021) DOJ Evaluation of Corporate Compliance Programs Strengthening Compliance and Ethics Oversight Director Essentials Blue Ribbon Commission Report on Director Liability Director FAQ: Special Committees General Counsel and Corporate Secretary Resource Center

Understand and Apply D&O Insurance

U.S. Public Company D&O Insurance Market Sees Pricing Relief, Strong Competition (June 2022) How to Get D&O Insurance (Forbes May 2022) Delaware Corporation Law Amendments Expressly Authorize Captive D&O Insurance (April 2022, pp. 7-14) Delaware Supreme Court Provides Guidance Regarding D&O Liability Insurance Coverage (July 2021) D&O Insurance Programs: Five Critical Risk Areas for Public Company Boards (June 2021) Questions Every Nonprofit Director Should Ask About Directors and Officers Insurance (April 2021)

Relevant NACD Educational Events

NACD Summit 2021 Upcoming NACD Chapter Programs NACD All Events Calendar (includes Summit, chapter events, annual events, webinars, and roundtables)

Monitor Special D&O Issues: Climate, Cyber, Safety

The ESG Police Have Arrived: Is Your Insurance Ready? (Anderson Kill) Day of Reckoning: SEC Proposes New Climate Disclosure Rules (March 2022) Can Directors Be Held Liable for Failure to Oversee Climate Risk? Primer on Climate Change: Directors' Duties and Disclosure Obligations (Climate Governance Initiative) Proposed Cybersecurity Rules Focus on Board Accountability Mission Critical: Revisiting the Board's Oversight Role after In Re Boeing Co. (Akin Gump)