March 26 Live Webinar: Corporate Governance: How to Serve on Corporate Boards and the Legal Framework Surrounding D&O Insurance, Including Ethical Considerations

Session I – D&O Insurance: Scope of Coverage – Darius Kandawalla

While broader D&O coverage may benefit board members in some circumstances, it could be a pitfall to coverage in others. Thus, it is important for board members and their counsel to understand when coverage has been triggered under their D&O policy and when they have a duty to report a claim to their insurer. All D&O policies are written on a claims-made (or claims-made-and-reported) basis, meaning that coverage is triggered as a threshold matter once a “claim” for a “wrongful act” has been made against an insured and reported to the insurer for coverage.

In this session, we will discuss the parameters of the definition of claim under the typical D&O policy, the contours of what constitutes a “wrongful act,” and an insured’s basic reporting requirements once a claim has been made. We will explore some common scenarios where the issue of what constitutes a claim is regularly in dispute and policy enhancements available in the D&O marketplace to address these potential coverage shortfalls. We will also outline some practical steps that D&Os and their counsel can take to avoid an inadvertent forfeiture of coverage.

Key topics to be discussed:

• D&O policies: General scope of coverage
• What constitutes a claim? What constitutes a wrongful act?
• Claim scenarios: Frequently recurring issues
• Policy enhancements and risks of broader coverage
• Reporting requirements and practical guidance

Session II – So You Want to Join a Board? A Guide for Lawyers Seeking Board Positions – Megan Nelson and Tatjana Stoljarova

In recent years, U.S. companies have been facing ever-increasing compliance and regulatory requirements, which has led many of them to see more value in having lawyers in their boardroom. At the same time, corporate Board of Director positions have become increasingly appealing to many attorneys for a number of reasons, so a lot of lawyers have started to see more of their colleagues and peers appointed to these high-paying roles. While there are a lot of benefits to serving on a Board of Directors, there are also some risks. In addition, for attorneys there are some unique ethical considerations that come into play. This session is designed for lawyers who are interested in exploring the possibility of seeking a board position but want to learn more before making a commitment.

Key topics to be discussed:

• What are the benefits of joining a board?
• What are the different types of boards?
• What responsibilities do board members assume?
• How can you best position yourself for a board appointment?
• What traits make board members successful?
• What are the risks of joining a board?
• What are some helpful tips for new board members?
• What fiduciary duties do board members assume?
• Three hypotheticals
• What special considerations apply to lawyers serving on boards?
• What should attorneys consider before taking on a dual role as both a board member and attorney for an organization?
• Why should board members always consider diversity, equity, and inclusion in connection with their board service?
• What can board members do to increase diversity of the boards on which they serve?
• How ABA Model Rules 1.1, 1.7, and 1.13 come into play when attorneys serve in Board of Directors positions?

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