| Director & Officer Liability
Evolving Issues in a New Corporate Era
Please Note: This course has already
been held.
Date: Friday, April 25, 2003
Location: Suffolk University Law School, 120 Tremont St., Boston, MA
Time: 09:00 AM - 04:30 PM
Faculty
Schedule/Agenda
Registration Information
Unable to attend but are interested in the course materials?
Purchase Here! |
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Course Materials for Download
Alan_Reisch.htm
Prof_Renee_Jones.htm
The economic crisis of the last few years has dramatically affected both business and non-profit institutions. In its wake, we have witnessed the collapse of Enron and WorldCom, failures of healthcare facilities around the country and the Tyco debacle. In the meantime, stockholders and creditors have begun to look at attaching blame to officers and directors, pointing to greed and inattentiveness as the source of the problem.
This full day seminar will review the existing state of the law of director and officer liability and provide a glimpse into the future. The faculty consists of Boston area attorneys with both practical and academic backgrounds in the subject matter. The seminar materials will assume some basic knowledge and will be presented on an intermediate and advanced level. The panelists will address the issues through lecture, hypotheticals and case study.
Issues concerning director and officer liability are becoming increasingly more common. This seminar will enable you to deal efficiently with these complex issues which you may face in your practice.
Attend and Learn:
- Whether and to what extent directors enjoy immunity from law suits
- When does the Business Judgment Rule not protect directors and officers
- To what extent can directors rely on other professionals with impunity
- Do the directors of a charitable corporation owe any fiduciary duties to creditors and if so, when
- When is director and officer liability insurance really not insurance
- What new obligations have been imposed upon attorneys under Sarbanes-Oxley Act
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Nelson P. Lovins
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Lovins & Metcalf, Woburn & Adjunct Professor, Suffolk U. Law School, Boston |
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Marjorie S. Cooke
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Cooke Clancy & Gruenthal, LLP, Boston |
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Renee Jones
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Boston College Law School |
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Marc Redlich
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Law Office of Marc Redlich, Boston |
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Paul M. Rezendes
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Lovins & Metcalf, Woburn |
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Thomas J. Sartory
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Goulston & Storrs, PC, Boston |
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| S C H E D U L E / A G E N D A |
| 9:00 |
Welcome & Introduction |
Nelson P. Lovins, Esq., Chair
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| 9:10 |
Overview of Fiduciary Duties of Directors and Officers of a Business Corporation |
- Duty of Care, Duty of Loyalty
- Derivative Shareholder Litigation - Pre-Requisites and the Litigation Committee
- Statutory and Common Law Defenses and Immunities including the Business Judgment Rule and Right to Rely on Officers, Committees
Nelson P. Lovins, Esq., Chair
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| 10:00 |
The Charitable Corporation - Differences in the Language and the Standards |
- Statutory Immunity for Uncompensated Trustees
- The Exclusive Role of the Attorney General & the Exception
- The Language of the Governing Statute
Paul M. Rezendes, Esq.
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| 11:00 |
Duties of Directors and Officers to Creditors When the Corporation Is in the “Zone of Bankruptcy” |
- Do Fiduciary Duties “Flip” to Creditors in Toto?
- Do Fiduciary Duties Flip to Creditors When the Corporation Is Charitable?
Majorie S. Cook, Esq.
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| 11:30 |
Sarbanes - The New Federal Legislation |
| What It Means for Officers and Directors
Professor Renee Jones
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| 12:30 |
Lunch - on your own |
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| 1:30 |
Ethical Issues |
- Rule 4.2 and the Lessons of Messing
- Conflicts of Interest among the Entity, Directors and Shareholders
- New Duties under Sarbanes
Marc Redlich, Esq.
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| 2:45 |
Issues Concerning D&O Liability Insurance |
- Coverage
- Exclusions: the “I vs. I” Exclusion
- D&O Insurance in Bankruptcy
- Duty to Defend
- Charitable Corporations
Thomas J. Sartory, Esq.
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| 3:30 |
Panel - The Use of Experts in Litigating the Fiduciary Duty Case |
- State and Federal Rules of Admissibility
- Substantive Content of the Opinion
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| Date: |
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Friday, April 25, 2003 |
| Tuition: |
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Tuition is $199; $159 for attorneys admitted to the Bar after 2000. Course book and refreshments included in the tuition charge. A limited number of partial scholarships are available. Please submit a written request via fax 617-305-3099.
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| Walk-Ins: |
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Space is limited. Registrations at the door are welcome, but please register in advance to reserve a seat and your written course materials or call to confirm space availability.
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| Refunds: |
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Written requests for cancellations received via fax or email 24 hours prior to the program will be granted a refund, minus a $15 charge. If you cannot attend, you can send a substitute, otherwise you will receive the written course materials.
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| Location: |
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Suffolk University Law School, 120 Tremont St., Boston, MA
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| Credit: |
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Approved for CLE Credit in RI, NH, VT & ME and includes two hours of ethics credit.
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Special
Needs: |
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If you have special needs addressed by the Americans with Disabilities Act, please notify us as soon as possible.
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Directions to the Law School.
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Unable to attend but are interested in the course materials?
Purchase Here! |
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