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. 

Monitoring new trends in director liability

Emerging D&O liability areas to watch (Marsh) Risk Oversight: Sexual Misconduct Evolving Directors & Officers Liability Environment (includes checklists) Recent Delaware cases Washington Review

Understanding the basic sources of director liability

Fiduciary Duties (FAQ) Director Independence (FAQ) Court explanation of the fiduciary duty of oversight Delaware General Corporation Law on Interested Directors (Subchapter IV, Section 144) Board Lens: Delaware decision raises stakes on duties of loyalty and care Fiduciary duties in limited partnerships Discussion of safe harbor for audit committee financial experts (Diligent) FTC thresholds for interlocking directorates DOJ FAQs and analysis in response to the Yates Memo on Individual Accountability for Corporate Wrongdoing Boards and Regulation FD

Establishing processes to reduce director liability exposure

NACD Report on Director Liability Director Essentials: Strengthening Compliance and Ethics Oversight Who’s driving your legal destiny? (NACD Directorship special issue) Tactics for minimizing director litigation headaches Avoiding Conflicts of Interest (FAQ) Tips on reviewing your D&O liability insurance (Vinson & Elkins) Johnson & Johnson Policy on Transactions with Related Persons DOJ guidance document on evaluation of corporate compliance programs

Dealing with shareholder litigation

Board Oversight of Securities Class Action Defense: A Winning Path Statistics on securities class action lawsuits

Overseeing legal aspects of cyber risk and privacy

Overseeing Cyber Risks in a Complex Regulatory Landscape (Baker Tilly) Cyber-risk oversight and D&O liability Board’s Role in Data Privacy Oversight

Considering global liability issues

Holly Gregory, Sidley Austin LLP, discusses director liability outside the U.S. Risk considerations for global directors Subsidiary Governance What Boards Should Know About the GDPR

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

Events

Fit for the Future Global Board Leaders’ Summit