Liability of Corporate Officers and Directors
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Liability of Corporate Officers and Directors addresses virtually every aspect of D&O liability, loss prevention and financial protection, providing the expert insight and practical perspective essential to any attorney counseling corporate directors and officers.
With a full examination of all potential bases for liability -- from breaches of basic duties to specific claims arising under intellectual property, employment, environmental and securities laws -- and complete analysis of indemnification and insurance issues, this single source offers clear, reliable, and current direction on how best to protect against, or if necessary, respond to, liability issues.
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Table of contents
Chapter 1 Basic Duties
Chapter 2 Business Judgment Rule
Chapter 3 Duty Of Diligence
Chapter 4 Duty Of Loyalty
Chapter 5 Legal Compliance
Chapter 6 Liability To Creditors And Other Third Parties
Chapter 7 Employment-Related Liability
Chapter 8 Criminal Liability
Chapter 9 Liability Under ERISA
Chapter 10 Environmental Liability
Chapter 11 Depository Institutions: Directors And Officers
Chapter 12 Nonprofit And Charitable Organizations
Chapter 13 Federal Securities Laws
Chapter 14 Liability In Takeovers, Mergers And Buyouts
Chapter 15 Disclosure And Misuse Of Business Information
Chapter 16 State Statutes Limiting Liability
Chapter 17 Defenses, Protective Measures And Compliance Programs
Chapter 18 Actions
Chapter 19 Defense And Settlement Of Litigation
Chapter 20 Indemnification
Chapter 21 Allocation
Chapter 22 Bankruptcy Issues
Chapter 23 Insurance: Directors And Officers Liability
Chapter 24 Insurance: Insuring Clauses And Major Provisions
Chapter 25 Insurance: Exclusions
Chapter 26 Insurance: Excess Policies
Chapter 27 Insurance: Side A Policies
Chapter 28 Insurance: Related Types of Policies
Chapter 29 Liability and Market Survey
Appendix A Sample Large D&O Settlements/Judgments
Appendix B Statutes Limiting Director Liability (As Of July 2009)
Appendix C Chart Of Indemnification Statutes (As Of July 2009)
Appendix D Selected Insurance Policy Forms
Appendix E Sample Charter Or Bylaw Indemnification Provision Charter Or Bylaw Indemnity
Appendix F Sample Indemnity Agreement
Appendix G Sample Statement Of Self-Insurance (Ohio)