Director and Officer Insurance and Corporate Governance

This course will provide students with substantive knowledge about Directors & Officers Liability Insurance (“D&O Insurance”) with an emphasis on its effect on corporate governance. All lawyers who serve publicly-traded corporate clients, regardless of whether they are transactional lawyers or litigators, need to know the basics of D&O insurance. The officers and directors of a corporation will often look to counsel for the corporation for advice on whether their acts or omissions will be covered by insurance. The course will analyze the need for D&O insurance, the structure of the D&O policy, the critical terms and its application in the context of significant changes for the corporation including bankruptcy, the sale of the corporation and derivative and other shareholder disputes.