Director Liability

This resource center contains guidance and tools for directors to gain a realistic outlook on their own liability exposure and risks so that they are driven by proper standards to be effective directors. 

Thought Leadership & Research

Evolving D&O liability environment Director fiduciary duties and liability concerns M&A liability and litigation (pp. 14–18) Avoiding conflicts of interest Background on directors’ fiduciary duties

Expert Commentary

Tactics for minimizing director litigation headaches Fiduciary duties in limited partnerships Reviewing D&O insurance in the current risk environment Mitigating personal reputational risks for directors Court explanation of the fiduciary duty of oversight Three evolving liability issues Directors can be barred from corporate documents Derivative litigation is an asset of the corporation Current issues in director liability and litigation Litigation in response to director pay Personal liability for corporate actions

Advisory Services

NACD's in-boardroom education programs help boards deliver value and expand their education

Boardroom Tools & Templates

What to know about D&O insurance Significant Delaware cases relating to director liability A director’s guide to corporate board minutes Apple’s Guidelines Regarding Director Conflicts of Interest AT&T's Related Party Transactions Policy Recent Delaware cases Delaware General Corporation Law on Interested Directors (Subchapter IV, Section 144) FTC thresholds for interlocking directorates DOJ FAQs and analysis in response to the Yates Memo on Individual Accountability for Corporate Wrongdoing SEC: Safe Harbor from Liability for Audit Committee Financial Experts (See item 5 under Section A in the Discussion) Statistics on securities class action lawsuits

Videos and Webinars

Cyber-risk oversight and D&O liability Director liability and its challenges Holly Gregory, Sidley Austin LLP, discusses director liability outside the U.S. Risk considerations for global directors

Upcoming Events

Master Class Director Professionalism® NACD Global Board Leaders’ Summit (Sep. 21–24, 2019, in Washington, DC)