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2025-01-16 14:00:00

Comprehensive overview of directors’ and officers’ fiduciary duties, the business judgment rule, and Delaware corporate governance standards.

2025-01-16 14:00:00

Comprehensive overview of directors’ and officers’ fiduciary duties, the business judgment rule, and Delaware corporate governance standards.

2025-01-16 14:00:00

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Course Overview

Mastering Directors' and Officers' Fiduciary Duties

Participants will learn to identify fiduciary duty breaches, apply business judgment rule protections, and navigate Delaware’s standards of review. These skills enable attorneys to advise boards on compliance and litigation risk mitigation.

Fiduciary Foundations

Distinguish duty of care from loyalty requirements.

Oversight Obligations

Implement board-level reporting and control systems.

Conflict Management

Evaluate director independence and disclose material conflicts.

Transaction Standards

Apply Revlon duties in change of control situations.

Course Overview

Mastering Directors' and Officers' Fiduciary Duties

Participants will learn to identify fiduciary duty breaches, apply business judgment rule protections, and navigate Delaware’s standards of review. These skills enable attorneys to advise boards on compliance and litigation risk mitigation.

Fiduciary Foundations

Distinguish duty of care from loyalty requirements.

Oversight Obligations

Implement board-level reporting and control systems.

Conflict Management

Evaluate director independence and disclose material conflicts.

Transaction Standards

Apply Revlon duties in change of control situations.

Why Attend

Why this 
program matters

Understanding the business judgment rule and directors’ and officers’ fiduciary duties is essential for attorneys to protect clients from costly litigation and ensure proper corporate governance in transactions.
$618M
Total aggregate M&A litigation settlements in Delaware Court of Chancery in 2024, a significant increase from $110 million in 2019.
81%
Of U.S.-based initial public offerings in 2024 chose Delaware as their corporate home, reflecting the state’s dominance in corporate law.
67%
Of Fortune 500 companies are incorporated in Delaware, making its corporate governance standards critical for major business decisions.
30%
Estimated success rate for Caremark oversight claims surviving motions to dismiss, up from near-zero historically, highlighting increased litigation risk.

Agenda

Session 1

Fiduciary Duties of Corporate Directors and Officers

Session 2

Business Judgment Rule and Entire Fairness Part I

Session 3

Business Judgment Rule and Entire Fairness Part II

Session 4

Mitigating Conflicts of Interest in Controller Transactions

clock 2:00 pm - 2:40 pm EST

Fiduciary Duties of Corporate Directors and Officers

Oderah C. Nwaeze

Faegre Drinker Biddle & Reath LLP

Renée M. Dudek

Faegre Drinker Biddle & Reath LLP

Christian J. Clark

Faegre Drinker Biddle & Reath LLP

This session establishes the foundational framework of fiduciary duties under Delaware law, covering the duty of care and duty of loyalty owed by directors and officers. Participants will explore how these duties operate in practice, including oversight obligations, disclosure requirements, and the corporate opportunity doctrine.

Oderah C. Nwaeze

Faegre Drinker Biddle & Reath LLP

Renée M. Dudek

Faegre Drinker Biddle & Reath LLP

Christian J. Clark

Faegre Drinker Biddle & Reath LLP

clock 2:40 pm - 3:00 pm EST

Business Judgment Rule and Entire Fairness Part I

Oderah C. Nwaeze

Faegre Drinker Biddle & Reath LLP

Renée M. Dudek

Faegre Drinker Biddle & Reath LLP

Christian J. Clark

Faegre Drinker Biddle & Reath LLP

This session introduces the business judgment rule as a rebuttable presumption protecting directors who act honestly, rationally, and on an informed basis. Participants will examine the policy rationale behind the rule, how plaintiffs can rebut it, and the landmark Smith v. Van Gorkom case illustrating duty of care requirements.

Oderah C. Nwaeze

Faegre Drinker Biddle & Reath LLP

Renée M. Dudek

Faegre Drinker Biddle & Reath LLP

Christian J. Clark

Faegre Drinker Biddle & Reath LLP

clock 3:10 pm - 3:30 pm EST

Business Judgment Rule and Entire Fairness Part II

Oderah C. Nwaeze

Faegre Drinker Biddle & Reath LLP

Renée M. Dudek

Faegre Drinker Biddle & Reath LLP

Christian J. Clark

Faegre Drinker Biddle & Reath LLP

Continuing the analysis, this session explores the heightened entire fairness standard triggered by conflicted board transactions, requiring proof of both fair process and fair price. Participants will learn strategies for avoiding entire fairness review and understand why this demanding standard creates significant litigation risk.

Oderah C. Nwaeze

Faegre Drinker Biddle & Reath LLP

Renée M. Dudek

Faegre Drinker Biddle & Reath LLP

Christian J. Clark

Faegre Drinker Biddle & Reath LLP

clock 3:30 pm - 4:10 pm EST

Mitigating Conflicts of Interest in Controller Transactions

Oderah C. Nwaeze

Faegre Drinker Biddle & Reath LLP

Renée M. Dudek

Faegre Drinker Biddle & Reath LLP

Christian J. Clark

Faegre Drinker Biddle & Reath LLP

This session addresses how to identify and manage director conflicts, including determining independence based on financial interests, relationships, and appearances of fairness. Participants will explore protective measures such as special committees, fairness opinions, proper disclosures, and Revlon duties in change-of-control situations.

Oderah C. Nwaeze

Faegre Drinker Biddle & Reath LLP

Renée M. Dudek

Faegre Drinker Biddle & Reath LLP

Christian J. Clark

Faegre Drinker Biddle & Reath LLP

01 04
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Key topics that will be covered

What will you learn

Attorneys will learn about the fiduciary duties owed by corporate directors and officers, the business judgment rule protections, and the standards of review courts apply when evaluating corporate decision-making.

What will you gain

Attorneys will gain practical guidance for ensuring compliance with fiduciary duties and mitigating litigation risk in corporate governance matters under Delaware law.

Fiduciary Duties
Directors owe two foundational duties: duty of care and duty of loyalty.
Business Judgment
The rule presumes directors act honestly, sincerely, rationally, and on an informed basis.
Oversight Duties
Boards must institute reporting systems and act in good faith to address red flags.
Director Independence
Directors must be free of economic or personal interests not shared by other stockholders.
Entire Fairness
Conflicted boards trigger heightened scrutiny requiring proof of fair process and fair price.
Revlon Duties
In sale situations, boards must take reasonable steps to obtain the best available terms.

What will you learn

Attorneys will learn about the fiduciary duties owed by corporate directors and officers, the business judgment rule protections, and the standards of review courts apply when evaluating corporate decision-making.

What will you gain

Attorneys will gain practical guidance for ensuring compliance with fiduciary duties and mitigating litigation risk in corporate governance matters under Delaware law.

Plans

Proven CLE solutions for every legal professional

Access type Individual Purchase Basic Premium Most Popular Corporate CLE Plan
Price
$95 – $245
Price varies based
on the course duration
of 1 to 3+ hours
$395/year
One-time purchase
Custom
based on firm size
Access type Pay per class Unlimited annual access Unlimited access for all firm members
Number of Available Webinars 1 1,000+ 1,000+
Number of New Webinars Added Yearly Limited 500+ 500+
Earn "Live" CLE credit Included Included Included
Ability to Ask Questions During
the Presentation via a Chat Box
Included Included Included
Attend "Live" Re-Broadcasts Included Included Included
Exclusive Partner Webinars & Events Included Included
Special credits (Ethics, Elimination
of Bias, etc.)
Included Included
Instant Certificates After Completion Included Included
Personalized CLE Platform Included Included
Live Conferences Included
Bootcamps Included
Individual Purchase
Basic
Premium
Corporate CLE Plan
$95 – $245
Price varies based
on the course duration
of 1 to 3+ hours
Access type Pay per
class
Number of Available Webinars 1
Number of New Webinars Added Yearly Limited
Earn "Live" CLE credit Included
Ability to Ask Questions During
the Presentation via a Chat Box
Included
Attend "Live" Re-Broadcasts Included
Exclusive Partner Webinars & Events
Special credits (Ethics, Elimination
of Bias, etc.)
Instant Certificates After Completion
Personalized CLE Platform
Live Conferences
Bootcamps

speakers

Joe Ervin

The Law Firm for Truck Safety, LLP
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Kevin Foley

Reminger Co
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Grant H. Lawson

The Law Firm for Truck Safety, LLP
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Oderah C. Nwaeze

Faegre Drinker Biddle & Reath LLP

Renée M. Dudek

Faegre Drinker Biddle & Reath LLP

Christian J. Clark

Faegre Drinker Biddle & Reath LLP

Oderah C. Nwaeze

Faegre Drinker Biddle & Reath LLP

An experienced trial attorney who helps clients resolve complex corporate and commercial disputes, with over a decade of experience in shareholder rights, Delaware corporate law, and business litigation.

Experience

For over a decade, he has led or worked on matters involving shareholder rights, actions arising under Delaware General Corporation Law and Delaware common law, lawsuits stemming from mergers, acquisitions and other corporate transactions, business divorces, breach-of-contract matters, books and records demands and litigation, actions to compel annual meetings, stockholder appraisal litigation, derivative lawsuits, and judicial dissolution of entities.

Oderah C. Nwaeze

Faegre Drinker Biddle & Reath LLP

An experienced trial attorney who helps clients resolve complex corporate and commercial disputes, with over a decade of experience in shareholder rights, Delaware corporate law, and business litigation.

Experience

For over a decade, he has led or worked on matters involving shareholder rights, actions arising under Delaware General Corporation Law and Delaware common law, lawsuits stemming from mergers, acquisitions and other corporate transactions, business divorces, breach-of-contract matters, books and records demands and litigation, actions to compel annual meetings, stockholder appraisal litigation, derivative lawsuits, and judicial dissolution of entities.

Renée M. Dudek

Faegre Drinker Biddle & Reath LLP

A litigator and appellate lawyer who represents clients in commercial litigation and direct appeals in federal and state courts.

Experience

She has first- and second-chaired trials, frequently argues critical motions, and regularly writes case-determinative briefs.

Christian J. Clark

Faegre Drinker Biddle & Reath LLP

Counsels clients in litigation and dispute resolution with concentrations in financial services, and government and internal investigation.

Experience

His practice includes concentrations in financial services, and government and internal investigation.

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MCLE Credits

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Pending
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Alabama

Requirements

The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.  

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