X

Thank you for sharing!

Your article was successfully shared with the contacts you provided.
()

Service as a corporate director or officer entails significant personal risk. If the corporation is involved in any kind of dispute or investigation, its directors and officers (D&O’s) can expect to be sued or, at least, involved as witnesses. These risks multiply if the corporation is or will be publicly traded. Compounding these risks, the U.S. Department of Justice recently issued guidelines to all federal prosecutors requiring that their investigations and prosecutions focus on the individuals who may be responsible for corporate misconduct, and conditioning any cooperation credit for the corporation on its providing evidence against the individuals. Even the most careful director or officer needs an indemnification agreement.

Indemnification agreements offer significant advantages over organizational documents. They are bilateral contracts that can be modified or terminated only with the consent of the indemnitee. In contrast, bylaw and charter provisions can be modified or terminated, respectively, by vote of the board of directors or shareholders. Also, many bylaw and charter provisions are outdated, vague or both. In contrast, indemnification agreements allow issues of D&O liability to be addressed with much greater flexibility, creativity and detail than organizational documents.

This content has been archived. It is available exclusively through our partner LexisNexis®.

To view this content, please continue to Lexis Advance®.

Not a Lexis Advance® Subscriber? Subscribe Now

Why am I seeing this?

LexisNexis® is now the exclusive third party online distributor of the broad collection of current and archived versions of ALM's legal news publications. LexisNexis® customers will be able to access and use ALM's content by subscribing to the LexisNexis® services via Lexis Advance®. This includes content from the National Law Journal®, The American Lawyer®, Law Technology News®, The New York Law Journal® and Corporate Counsel®, as well as ALM's other newspapers, directories, legal treatises, published and unpublished court opinions, and other sources of legal information.

ALM's content plays a significant role in your work and research, and now through this alliance LexisNexis® will bring you access to an even more comprehensive collection of legal content.

For questions call 1-877-256-2472 or contact us at customercare@alm.com

 
 

ALM Legal Publication Newsletters

Sign Up Today and Never Miss Another Story.

As part of your digital membership, you can sign up for an unlimited number of a wide range of complimentary newsletters. Visit your My Account page to make your selections. Get the timely legal news and critical analysis you cannot afford to miss. Tailored just for you. In your inbox. Every day.

Copyright © 2020 ALM Media Properties, LLC. All Rights Reserved.