Director Liability and Insurance Resource Center

Access tools and resources for directors to gain a realistic outlook on their liability exposure so they can act with confidence to fulfill their roles.

Monitor New Trends in Director Liability and Insurance

Can Directors Be Held Liable for a Faliure to Oversee Climate Risks? 2021 Statistics on Securities Class Action Lawsuits (Stanford Law School) Primer on Climate Change: Directors’ Duties and Disclosure Obligations (Climate Governance Initiative June 2021) A Year of COVID-19-Related Securities Lawsuits (Lacroix March 2021) Beware Human Rights Liability Risks in Corporate Supply Chains (December 2020) Board Oversight in Light of COVID-19 (Harvard Law School Forum on Corporate Governance: May 2020) COVID-19 Update: Investor Related Class Actions (ISS: May 2021) Judge Rules Boeing Directors Must Face Shareholder Claims Over Boeing 737 MAX (Insurance Journal September 2021) 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 Processes to Reduce Director Liability Exposure

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 General Counsel and Corporate Secretary Resource Center

Monitor Shareholder Litigation

Statistics on Securities Class Action Lawsuits (Stanford Law School)

Oversee Legal Aspects of Cyber Risk and Privacy

Fourt Steps to Analyze Ransomware Risk and Protect Critical Assets (September 2021) Boards Should Care More About Recent Caremark Claims and Cybersecurity (Harvard Law School Forum) Director FAQ: The Board’s Role in Data Privacy Oversight

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

Understand and Apply D&O Insurance

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) COVID-19 Underscores Need for D&O, EPL, and Wage and Hour Insurance (June 2020)

Events

NACD Summit 2021 NACD Continuous Learning Cohorts NACD Directorship Certification® Virtual Director Professionalism®