Fiduciary Duties Resource Center

This resource center contains guidance and tools for directors to gain a realistic outlook on their liability exposure so that they can act with confidence to fulfill their roles based on known standards.

Monitor New Trends in Director Liability

Emerging Issues (NACD Resource Center) Corporate Governance Requirements (NACD Resource Center) Recent Delaware Cases Blog Series on Delaware Cases (Pileggi) Blog Series on D&O Liability (Lacroix) Chancery Explains Caremark Principle in Recent Case (Pileggi) Washington Review Q2 2020 COVID-19 Underscores Need for D&O, EPL, and Wage and Hour Insurance Board Oversight in Light of COVID-19 (Harvard Law School Forum on Corporate Governance) D&O Insurance Issues Arising from the COVID-19 Crisis (Hunton Andrews Kurth, LLP) D&O Liability: Three Emerging Areas to Watch Risk Oversight–Sexual Misconduct FAQ

Understand the Basic Sources of Director Liability

Directors’ Fiduciary Duties: Back to Delaware Law Basics (Skadden Arps) FTC Thresholds for Interlocking Directorates (Federal Trade Commission) Fiduciary Duties FAQ Director Independence FAQ Boards and Regulation Fair Disclosure (Reg FD) FAQ Delaware General Corporation Law on Interested Directors (Subchapter IV, Section 144)

Establish Processes to Reduce Director Liability Exposure

General Counsel and Corporate Secretary Resource Center DOJ Evaluation of Corporate Compliance Programs Who’s Driving Your Legal Destiny? D&O Liability Insurance Trends Avoiding Conflicts of Interest FAQ Strengthening Compliance and Ethics Oversight Director Essentials Blue Ribbon Commission Report on Director Liability

Monitor Shareholder Litigation

Risks Facing Directors and Officers (Financier Worldwide) Board Oversight of Securities Class Action Defense Statistics on Securities Class Action Lawsuits (Stanford Law School)

Oversee Legal Aspects of Cyber Risk and Privacy

Boards Should Care More About Recent Caremark Claims and Cybersecurity (Harvard Law School Forum) Overseeing Cyber Risks in a Complex Regulatory Landscape The Board’s Role in Data Privacy Oversight FAQ

Consider Global Liability Issues

Director FAQ: What Boards Should Know About the GDPR Director FAQ: Subsidiary Governance

Videos and Webinars

Rising Risks of Securities Litigation The Strategic-Asset General Counsel Webinar Series: M&A