January 28, 2021

Protections Available for Directors, Officers and Managers of Corporations and LLCs

Protections Available for Directors, Officers and Managers of Corporations and LLCs

January 28, 2021

Recruiting a director, officer or manager will often involve a discussion of what protections exist to protect the individual from personal liability on claims that they have mismanaged the venture.  This program will describe how Corporations and LLCs can protect their directors, officers and managers through modification of fiduciary obligations, indemnification and advancement. Most if not all business corporation acts provide for indemnification and advancement of expenses; in most cases such provisions are permissive, except in certain situations.  LLC acts are not so consistent, with some providing for indemnification while others simply permit it by private agreement. Corporations and LLCs also can purchase liability insurance for protection.  While the law of business corporations offers little in the way of modification of the standard of culpability and of modifying fiduciary duties, there is far great ability in the realm of LLCs to do so.

Panelists:

  • Jay Dubow (moderator), Troutman Pepper, New York, NY
  • Prof. Dennis Honabach, Salmon P. Chase College of Law, Northern Kentucky University, Highland Heights, KY
  • Syed S. Ahmad, Hunton Andrews Kurth, Washington, DC
  • John Mark Zeberkiewicz, Richards, Layton & Finger, PA, Wilmington, DE
  • James D. Wing, J.D. Wing Law, Miami, FL

Presented by: Director and Officer Liability Committee

Members of the Business Law Section may access the audio, program materials, and video from this program. Log in using your email address. CLE credit is only available to those attending the live programs.

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