How Can Directors and Officers Protect Themselves from Personal Liability?
Salt Lake City, UT
- Doing "the right thing" and being vigilant in ensuring that the Company is doing "the right thing."
- Exculpation of directors for money damages for breach of fiduciary duty (subject to certain exceptions);
- Indemnification of directors for both legal fees and liabilities in connection with the director's service;
- The importance of separate indemnification agreements for directors, which provide indemnification rights to directors that go far beyond those that are set forth in the corporate statute; and
- The importance of the company's obtaining a D&O Insurance Policy and the appropriate coverage limits and the typical exclusions from such policies.
Location and Time
170 Main Street
Salt Lake City, UT 84101
11:30 a.m. – 12:00 p.m. | Check-In and Networking
12:00 p.m. – 1:15 p.m. | Speaker Begins, Lunch, and Audience Q&A
1:15 p.m. – 1:30 p.m. | Final Networking and Adjourn
Ronald S. PoelmanRonald S. Poelman has more than 35 years of experience in counseling companies, both with Fenwick & West in the Silicon Valley and with Jones Waldo in Utah. He has been rated as one of the leading corporate/securities and M&A attorneys in Utah by various organizations. Ron is currently an “of counsel” attorney at Jones Waldo, where he heads its Corporate/Securities Practice Group. His practice focuses on corporate, contractual, and securities work for both private and public companies, with an emphasis on technology companies. He is experienced in corporate organizations, stock compensation plans, executive compensation, venture capital and other private financings, technology licensing, mergers and acquisitions, and joint ventures. He is also experienced in all aspects of SEC compliance, including public offerings, on-going reporting, and corporate governance. In addition to his legal work, Ron served for 22 years as a former member of the board of directors of USANA Health Sciences, Inc., a successful, international network marketing company, whose stock is traded on the NYSE. He is also one of the Founders, the former President, and the current Chairman of the Utah Chapter of the National Association of Corporate Directors. Ron graduated from Brigham Young University in 1978 with a bachelor’s degree in English, followed by his graduation with a J.D. degree from the University of California at Berkeley in 1981.
Tim FletcherTim Fletcher co-manages the Southern California practice within Aon’s Financial Services Group (FSG). FSG is Aon’s dedicated practice group that specializes in the analysis, negotiation and placement of Executive Liability Insurance Programs (e.g., Directors & Officers, Fiduciary and Cyber Liability as well as Crime Insurance). Tim’s responsibilities include providing oversight and collaborating with public and late stage private companies to devise strategy, lead negotiations, construct policy language and structure insurance solutions. Tim is very technical and possesses strong relationships with the leading insurers in the marketplace. Tim is a member of FSG’s Executive Committee as well as the D&O Practice Group. Tim earned a BA degree from Boston College in 2003 and an MBA from Columbia Business School in 2010.