Director and Officer Liability Out of Stock
Quantity
June 2018
Director and Officer Liability
Access Timely Topics and National Experts with CBA-CLE 1-Hour Audio Webcasts
Program Description
Statutory and common law impose certain fiduciary duties – care, diligence, good faith and fair dealing – on directors and managers of corporate entities, managers of LLCs, and in certain instances on members of LLCs. The corporate and organizational opportunity doctrines also operate to restrict the activity of closely held company stakeholders, preventing misappropriation of certain corporate or LLC opportunities. In certain instances, the owners of the entity may want to expand, limit, or even entirely eliminate these duties. Depending on the entity involved and the specific duty, the law may allow modification by agreement but unintended consequences may be substantial. This program will provide you with a practical guide to fiduciary duties in corporations and LLCs, how they may be modified, and the practical consequences.
- Fiduciary duties in closely held corporations and LLCs
- Corporate fiduciary duties and standards of review – duty of loyalty and duty of care
- Conflicts of interest and self-dealing issues in closely held corporations
- Fiduciary duties in LLCs – standards set by contract and by law
- What duties may be modified or eliminated – and which may not
- How the corporate and organizational opportunity doctrines work in closely held companies
Faculty:
Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.
James DePaoli is an attorney in the Washington, D.C. office of Venable, LLP, where his practice focuses on corporate and commercial matters. He represents clients in the acquisition and disposition of assets and securities, mergers, and other business combinations and reorganizations. Mr. Paoli earned his B.S/B.A., magna cum laude, from Georgetown University and his J.D. from Duke University School of Law.
AUDIO WEBCAST INFORMATION:
Course materials are provided in PDF format to all audio webcast participants.
AUDIO-ONLY WEBCASTING IS EASY!
THE MINIMUM SYSTEM REQUIREMENTS:
- Your computer should have a 500 MHz or higher processor and at least 128 mb of RAM
- A connection to the Internet of at least 700 kbps is highly recommended, and most people now have connections at that speed or faster. Check your speed now (or go to http://www.speedtest.net/)
- Course materials are delivered in PDF format. You will need a recent version of Adobe Reader. Free download here: http://get.adobe.com/reader/
- Adobe Flash Player v. 11.X or higher (Free download here: http://get.adobe.com/flashplayer/)
- Tablets and iOS devices will need a web browser and a high speed wi-fi connection.
- You will also need a sound card and speakers, and a current web browser
TIPS FOR A BETTER AUDIO-WEBCAST EXPERIENCE:
http://cle.cobar.org/About/FAQs/TechnicalFAQs.aspx#webcastvod
You will receive a confirmation and instructions to listen to the audio-webcast via email upon registration.
ACCREDITATION INFORMATION:
Each Audio Webcast has been submitted for 1 (or 2) General CLE Credit(s). Courses with an Ethics Component have been submitted for Ethics Credits accordingly.
How to Register:
There are 2 easy ways to register:
1. CALL us! (303) 860-0608, or toll free (888) 860-2531
2. Or REGISTER ONLINE NOW by using the corresponding course links above.
Each program will run from 11:00 a.m. to 12:00 p.m. M.T. (60 minutes each).
- CLE Pass Price *FREE! - exclusions may apply
- Standard Price $89.00 USD
- Member Price $69.00 USD
- General Credits 1.00
- Ethics Credits
- EDI Credits