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How Can Directors and Officers Protect Themselves from Personal Liability?

May 16, 2018
Salt Lake City, UT

Member Price: $30
Non-Member Price: $40


Corporate directors can be held personally liable-both civilly and even criminally-for the negligence or misconduct of the companies they serve.  Join us to discuss how you can mitigate your personal risk in serving as a board member.  
For the last two decades, the U.S Department of Justice has increased its focus on holding individual board members and officers-not simply companies-liable for corporate wrongdoing.  This focus is described most recently in the so-called "Yates Memorandum," a 2015 Memorandum by then Deputy Attorney General, Sally Yates.  How can corporate leaders minimize their risk of personal liability in light of the expanding attention on individual as well as corporate liability?  Our expert speakers will share practical tips concerning what you can do to protect yourself, including:
  • 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


Jones Waldo
170 Main Street
Suite 1500
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


Speaker Spotlight


Ronald S. Poelman

Ronald 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 Fletcher

Tim 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.



1 Credit

Question about this Event?

Contact NACD Utah Chapter c/o Heather May, PO Box 3281, Salt Lake City, UT, 84110-3281 phone: 801-550-3842 email: