Directors and Officers Liability: Prevention, Insurance and Indemnification

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This book examines such topics as: the risks officers and directors face, derivative and class actions, and when a corporation is required—or allowed— to provide indemnification.

With liability often looming just over the horizon, corporate directors and officers rely on liability insurance and indemnification for peace of mind. Finally, there is a book that spells out in detail how these protections really work—and how they differ.

Directors and Officers Liability: Prevention, Insurance and Indemnification examines such topics as: the risks officers and directors face; derivative and class actions; when insurance is available; and when a corporation is required—or allowed—to provide indemnification. The authors have included comprehensive coverage of indemnification agreements and liability insurance policies, with point-by-point analysis of provisions, procedures, exceptions and gray areas.

Book #00659; looseleaf, one volume, 678 pages; published in 2000, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-095-1.

Additional Information
Division Name Law Journal Press
Volumes 1
Product Types Books
Brand Law Journal Press
Jurisdiction National
ISBN 978-1-58852-095-1
Page Count 678
Edition 0
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You're reviewing:Directors and Officers Liability: Prevention, Insurance and Indemnification
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John H. Mathias
David M. Kroeger
David M. Kroeger is a partner and senior member of the Insurance Coverage Litigation Group of the Chicago office of Jenner & Block.  He has represented major U.S. policyholders in insurance coverage matters, including directors and officers liability insurance, since 1990.  He has also written and lectured on a variety of insurance coverage issues.  Mr. Kroeger graduated with highest honors from the University of Illinois College of Law (1990) and clerked for Judge Harlington Wood, Jr. of the United States Court of Appeals for the Seventh Circuit.

Jerry J. Burgdoerfer
Jerry J. Burgdoerfer is a senior partner in Jenner & Block's Chicago office, a member of its Corporate Department and Co-Chair of its Securities Practice. He experience includes representing public and privately-held companies in a wide range of corporate, corporate governance and securities law matters, such as mergers, acquisitions, joint ventures, securities offerings, registered spin-offs, dispositions and restructurings, some in excess of $25 billion. He also has extensive experience in advising companies, boards of directors, board members and executive officers on director and officer liability issues, fiduciary duties, and indemnification and defense cost obligations.
Matthew M. Neumeier
Matthew Neumeier (deceased) was a partner in Howrey LLP's Chicago office. He was one of the nation's outstanding class action defense lawyers in the areas of products liability, mass tort and financial services.
Duties of Directors and Officers

§ 1.01 General Nature of Duties of Officers and Directors
§ 1.02 Duty of Loyalty
Definition and Purpose of the Duty of Loyalty
[2] Sources of the Duty of Loyalty
[3] Forms of Breach of the Duty of Loyalty
[4] The Common Law Doctrine of Shareholder Ratification
1.03 Duty of Care
Standard of Care Defined
[2] Negligence
[3] Matters Affecting or Limiting the Duty of Care
§ 1.04 Other Duties
Duty of Disclosure
[2] Duty to Creditors
[3] Duties During Chapter 11 Bankruptcy
§ 1.05 The Business Judgment Rule
Definition and Purpose
[2] The Business Judgment Rule in Detail
[3] Standards Used when the Business Judgment Rule Does Not Apply
§ 1.06 Tender Offers, Mergers

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