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Webinar | Bare Bone Board Basics Episode #16 - Protecting the Director- The Basics of Indemnification and D&O Insurance
Wednesday, May 10, 2023, 5:00 PM - 6:30 PM EST
Category: Multi-Chapter

Bare Bone Board Basics Episode #16 - Protecting the Director- The Basics of Indemnification and D&O Insurance

02:00 PM - 03:30 PM (Pacific)
03:00 PM - 04:30 PM (Mountain)
04:00 PM - 05:30 PM (Central)
05:00 PM - 06:30 PM (Eastern)


$  0 Member Registration Fee
$30 Non-Member Registration Fee

Zoom invitation will be shared the day before the event.


Both indemnification and Directors’ & Officers’ (D&O) liability insurance are important tools for protecting directors and officers from personal liability for actions taken in their professional capacity. However, they serve different purposes and provide different types of protection.

The right to be indemnified by the company is typically found in a company's bylaws or corporate charter. The purpose of these provisions is to cover the costs associated with legal action taken against its directors and officers and, accordingly, help to protect directors and officers by shifting the financial burden of legal defense and settlements to the company they serve.

D&O insurance, on the other hand, is a type of insurance policy that provides coverage for directors and officers to cover the costs of settlements and damages and can provide financial protection in situations where the company’s ability to provide indemnification is not available or sufficient.

Before agreeing to serve (or continue serving) as an officer or as a board director, such an individual should understand what indemnification rights exist and what D&O insurance the company has. And to do this, the individual must have some understanding of the landscape of the specialized world of indemnification and D&O insurance.

During this webinar, we will explore the various types of indemnification provisions that may be available to corporate directors and officers, including full indemnification, limited indemnification, and advancement of expenses. We discuss the factors that may affect a company's ability to indemnify its directors and officers, such as bankruptcy or the company's financial health. We will also delve into typical D&O provisions and explore common scenarios in which D&O insurance can provide valuable protection.

Attendees will walk away with a better understanding of all these issues, so they will be able to better understand and negotiate appropriate protections for themselves.

As with each episode in this series, the information presented in this webinar will be equally helpful and accessible to company owners, executives, board members, and prospective board members.

This webinar and the series of which it is a part are co-production of certain chapters (Alabama, Dallas, DC Metro, Nashville, New England, New York Metro, Tampa Bay & Wisconsin) of the Private Directors Association®, Executive Forum™, Private Director Symposium™, ChamberWise™ & Financial Poise

Thank you to our National Sponsors!


           Neil Posner
Much's Policyholders' Insurance Coverage Group,

Chair of Much's Policyholders' Insurance Coverage Group, I focus my practice on insurance recovery and dispute resolution, risk management, loss prevention, and cost containment. My clients include public and private companies, organizations, boards of directors, individual officers, and other policyholders.

I counsel my clients on the complexities of buying and maintaining insurance, and using insurance as part of an overall risk-management program. I also help policyholders resolve all types of insurance coverage disputes, through negotiation, litigation, and other forms of dispute resolution, including mediation, arbitration, and settlement.

I also practice extensively in the area of lawyer's professional liability, which includes counseling lawyers and law firms on professional responsibility and ethics matters.

I am an elected fellow of the American College of Coverage Counsel, the preeminent association of approximately 300 U.S. and Canadian lawyers who practice in the area of insurance coverage. I'm one of approximately 150 fellows who represent the interests of policyholders. I also serve as co-chair of the organization's Professionalism and Ethics Committee.

           Kevin LaCroix
Executive Vice President
RT ProExec

Kevin LaCroix is an Executive Vice President at RT ProExec, Beachwood, Ohio, a division of R-T Specialty, LLC. OakBridge is an insurance intermediary focused exclusively on management liability issues. Kevin is also the author of the Internet weblog, The D&O Diary, which the New York Times called “influential” and the Wall Street Journal described as “widely followed.”

Kevin has been involved in directors’ and officers’ liability insurance issues for nearly 35 years. He began his career as a coverage attorney and partner at the Washington, D.C law firm of Ross, Dixon & Bell. More recently, Kevin served as President of Genesis Professional Liability Managers, a D&O underwriter and part of the Berkshire Hathaway group.

Kevin served on the Board of Trustees of the Professional Liability Underwriting Society (PLUS) from 1999 to 2005, and as its President in 2004.In 2008, Kevin received the PLUS Founder’s Award for “lasting and outstanding contributions” to PLUS. In 2015, Kevin was selected by industry professionals in Advisen’s annual Executive Risk Awards as Industry Legend of the Year.

Kevin speaks frequently on D&O issues, and in the recent past has spoken at conferences sponsored by PLUS,Stanford Law School, Fordham Law School, the University of Connecticut Law School, among others. Kevin’s comments on D&O issues have appeared in numeous publications, including the New York Times, the Wall Street Journal, Bloomberg, and Business Week.

Kevin is a graduate of the University of Virginia and of the University of Michigan Law School.

Specialties: Liabilities of directors and officers of public and private companies; D&O insurance; securities laws; corporate governance.

           Allan Grafman
Investment Banker, Oberon Securities, LLC
CEO, All Media Ventures

Allan Grafman serves on audit and all other committees and is a SEC ‘financial expert.’ As an investment banker, he raises capital. He is currently Chair of the Audit Committee of a public company and a director of a REIT. Allan has served on 12 boards that were public, private equity and venture sponsored. He chaired public company, audit committee and special sale committees, and he led successful sale as Chairman of a NASDAQ listed company. Previously, Allan was a PE Partner, Chairman of the Board, President Archie   Comics, CEO of VC portco, EVP & CFO of Hallmark, VP at Tribune, VP at ABC Cable, and DJ salesman KSHE.


    Jonathan Friedland
Much Shelist, P.C.
  • Jonathan Friedland is a principal with the Much Shelist, P.C. law firm.
  • He regularly advises boards of directors and owners of companies in financial distress.
  • Jonathan has been representing companies in out-of-court workouts, chapter 11 bankruptcy, and controlled liquidations for more than 25 years. He also has broad and substantial experience in acting as outside general counsel to clients and in running both a wide variety of corporate transactions, and a wide array of commercial litigation.
  • He is widely recognized as a leading corporate restructuring and insolvency attorney. He has been rated for many years as AV® Preeminent™ by Martindale-Hubbell, 10/10 by AVVO, and 10/10 by Justia. Jonathan is the principal author of two leading legal treatises, and his scholarship is widely cited by legal scholars. He formerly served stints as an Adjunct Professor of Strategic Management at the University of Chicago’s Graduate School of Business and as a Clayton Center for Entrepreneurial Law Visiting Professor of Business Law at the University of Tennessee College of Law. More information here.