News & Analysis as of

Board of Directors Indemnification Clauses

Venable LLP

Indemnification Agreements under Maryland Law: Additional Protection for Directors and Officers

Venable LLP on

As scrutiny of public companies continues to increase, it is important for directors and officers to understand the full range of protections from personal liability available to them and for a company to be cognizant of its...more

Woodruff Sawyer

The Ins and Outs of D&O Indemnification Agreements

Woodruff Sawyer on

Sophisticated, experienced, and effective directors and officers rarely join a public company unless that company has a platform of protection that they deem adequate. The platform in this case relates to personal and...more

Goodwin

Bank Officer and Director Enforcement Exposures In the Wake of Silicon Valley Bank

Goodwin on

The recent and sudden failures of Silicon Valley Bank and Signature Bank, and the threat of other bank failures, have led to intense public focus on what caused these banks to run into trouble, who is to blame, and what...more

DarrowEverett LLP

Don’t Let Bad Indemnity Provisions Become Your Environmental Disaster

DarrowEverett LLP on

Successor liability is a phrase that corporate officers hope to never have to utter to their board of directors or shareholders. Unfortunately, it’s a common phrase in environmental litigation and a need-to-know concept in...more

Conyers

The Boundaries, and Benefits, of ‘Gross Negligence’ Under Cayman Islands Law

Conyers on

For many years, it has been standard industry practice in the Cayman Islands, as in similar jurisdictions, for company directors, corporate service providers, and professional service providers, to apportion risk between...more

White & Case LLP

2020 Summer review M&A legal and market developments

White & Case LLP on

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

Williams Mullen

[Webinar] M&A Webinar Series: Unique Deal Issues - February 11th, 11:00 am ET

Williams Mullen on

Join Partners Anne Domozick and Forbes Thompson to gain insights on the lessons learned when negotiating deals in special situations, and the solutions you can invoke should you find yourself in the same boat. Anne and Forbes...more

K&L Gates LLP

Words Matter: Chancery Court Holds that Indemnification Provision in Equity Purchase Agreement Does Not Cover Advancement of...

K&L Gates LLP on

In Computer Science Corporation v. Eric Pulier, et al., C.A. No. 11011-CB (Del. Ch. June 27, 2019), the Delaware Court of Chancery denied Plaintiff Computer Sciences Corporation’s (“CSC”) motion for partial summary judgement...more

BCLP

When Directors and Officers Are Sued: How Exculpation, Indemnification and Advancement of Expenses Works (And Doesn’t Work)

BCLP on

Corporate directors and officers may face potential personal liability for claims made against them in their roles for the companies they serve. Corporations may purchase directors and officers (D&O) liability insurance to...more

BCLP

Am I Covered? What You May Be Missing In Your D&O Liability Insurance

BCLP on

To address the risk of personal liability that directors and officers may face for claims made against them in their corporate roles, companies often purchase director and officer (“D&O”) liability insurance. The role of such...more

Jackson Walker

Key Texas M&A Issues (Presentation)

Jackson Walker on

Agenda - Letters of Intent - Best Efforts - Indemnification - Sandbagging - Non-Reliance - Fiduciary Duties - Letters of Intent: • Buyer may seek letter of intent that is generally not binding on either party...more

King & Spalding

Time to Elevate Insurance Provisions That Allocate Loss: Enhancing Coverage Under Executive Risk Liability Policies

King & Spalding on

One of the primary functions of an executive risk liability policy, such as a directors and officers (“D&O”) liability policy, is to protect companies from the risk of covering costs incurred in the defense of its corporate...more

Dechert LLP

Dechert's Global Private Equity Newsletter - Summer 2017 Edition: D&O Insurance Coverage - How Careful Should the Drafting Be?...

Dechert LLP on

Directors are required to review and approve transformative M&A transactions. The power to approve, however, comes with the potential liability that could be asserted if the transactions do not turn out as projected....more

A&O Shearman

“Veep”: The Evolving Law of Advancement and Indemnification

A&O Shearman on

Companies confer title of “Vice President” on a wide range of employees, from senior executives, in some cases, to line-level personnel, in others. While distinguishing someone functioning as a senior executive from someone...more

Farella Braun + Martel LLP

Do You Know What’s In Your Portfolio Company’s D&O Insurance?

When a venture capital or private equity firm invests in a portfolio company (PC) and places a general partner on the PC’s board, they typically require that the PC agree to defend and indemnify the board member in any...more

Proskauer - The Capital Commitment

Portfolio Company Litigation: Some Practical Considerations for Board-Designees of Private Funds

Individuals affiliated with private fund managers are increasingly being named as defendants in lawsuits involving fund portfolio companies, particularly where the fund controls one or more seats on the portfolio company’s...more

Cooley LLP

M&A Team News - January 2016

Cooley LLP on

Here is a look back at the top M&A developments that affected deal-making last year and a look forward to our expectations for 2016....more

Seyfarth Shaw LLP

Securities and Corporate Governance Litigation Quarterly

Seyfarth Shaw LLP on

Welcome to the fifth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

Cadwalader, Wickersham & Taft LLP

Delaware Court Leaves Ousted Executive on His Own for Legal Fees

In a September 11, 2015, decision, the Delaware Chancery Court denied a former officer and director advance reimbursement of legal fees in a dispute with his company, despite his insistence that multiple corporate documents...more

Katten Muchin Rosenman LLP

Fee Advancement Considerations Arise From Recent Delaware and Third Circuit Decisions

Recent decisions by the US Court of Appeals for the Third Circuit and the Delaware Court of Chancery have raised important issues regarding fee advancement bylaws or policies of Delaware corporations. Please see full...more

Morris James LLP

Chancery Court Expands on When Legal Fees Can Be Advanced

Morris James LLP on

Advancement and indemnification rights provide directors and officers of Delaware corporations comfort when accepting positions that often lead to being named in litigation. However, once the interests of the executive and...more

Mintz - Securities & Capital Markets...

Why Directors and Officers Should Demand a Separate Indemnification Agreement

Corporate directors and officers (“D&O’s”) face significant personal exposure whenever their corporation is involved in a dispute or investigation. For this reason, prudent D&O’s avail themselves of all available legal...more

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