Corporate Governance: How to Serve on Corporate Boards and the Legal Framework Surrounding D&O Insurance, Including Ethical Considerations (2025 Edition)

Alexander I. Loy
Kimberly D. Lerman
Megan E. Nelson
Alexander I. Loy | Ver Ploeg & Marino
Kimberly D. Lerman | Consilio LLC
Megan E. Nelson | Consilio LLC
On-Demand: January 22, 2025
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2 hour CLE
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Program Summary

Session I – Legal Framework Surrounding D&O Insurance – Alexander I. Loy

Prospective board members should be armed with basic knowledge about D&O liability insurance and the core issues associated with this type of coverage. After summarizing the traits of D&O insurance, our session will delve into problems that arise in practice. We will examine the difference between actual and potential “claims,” identify various pitfalls in the reporting process, and dispel some common misconceptions about insurance claims. We will also discuss issues related to defense obligations and reimbursement. Finally, we will conclude with a dissection of case law interpreting various exclusions and limitations.

Key topics to be discussed:

  • Synopsis of D&O Coverage
  • What Constitutes a “Claim”
  • Pitfalls in the Reporting Process
  • Defense Obligations and Reimbursement
  • Common Issues with Exclusions and Limitations

Session II – So You Want to Join a Board? A Guide for Lawyers Seeking Board Positions – Kimberly Lerman and Megan Nelson

In recent years, U.S. companies have been facing ever-increasing compliance and regulatory requirements, which has led many of them to see more value in having lawyers in their boardroom. At the same time, corporate Board of Director positions have become increasingly appealing to many attorneys for a number of reasons, so a lot of lawyers have started to see more of their colleagues and peers appointed to these high-paying roles. While there are a lot of benefits to serving on a Board of Directors, there are also some risks. In addition, for attorneys there are some unique ethical considerations that come into play. This presentation is designed for lawyers who are interested in exploring the possibility of seeking a board position but want to learn more before making a commitment.

Key topics to be discussed:

  • What Are the Benefits of Joining a Board?
  • What Are the Different Types of Boards?
  • What Responsibilities Do Board Members Assume?
  • How Can You Best Position Yourself for a Board Appointment?
  • What Traits Make Board Members Successful?
  • What Are the Risks of Joining a Board?
  • What Are Some Helpful Tips for New Board Members?
  • What Fiduciary Duties Do Board Members Assume?
  • Three Hypotheticals
  • What Special Considerations Apply to Lawyers Serving on Boards?
  • What Should Attorneys Consider Before Taking on a Dual Role as Both Board Member and Attorney for an Organization?
  • Why Should Board Members Always Consider Diversity, Equity and Inclusion in Connection with Their Board Service?
  • What Can Board Members Do to Increase Diversity of the Boards on Which They Serve?
  • How ABA Model Rules 1.1, 1.7, and 1.13 May Come into Play When Attorneys Serve in Board of Directors Positions?
  • Key Takeaways

Closed-captioning available

Speakers

Alexander I. Loy_myLawCLEAlexander I. Loy | Ver Ploeg & Marino

Alexander (Alex) Loy represents first and third-party insureds in coverage disputes. His experience in litigation covers several areas of law including health care, commercial law, and financial services. Alex’s background enables him to counsel clients on complex issues and advance their interests efficiently in and out of the courtroom.

Alex routinely litigates coverage under high-limit commercial and liability policies (primary and excess), including multi-layer property policies that insure property in several states or abroad. He represents clients involved in business interruption, property, liability, life & disability, and other claims in state and federal court. Alex is accustomed to opposing major players in the insurance market, including multi-national organizations that offer insurance products and services on a global scale. Alex has helped clients proceed with innovative claims against those entities.

Alex is a graduate of Trinity College (Hartford, CT) and Albany Law School of Union University, where he served as the Note and Comment Editor for the Albany Law School Journal of Science and Technology. Alex is a former member of the Immigration Branch of the Albany Law Clinic and Justice Center. He also clerked for the Office of the Albany County District Attorney. Shortly after his law school graduation, Alex represented the United States in the Lightweight Men’s Quadruple Sculls (“LM4X”) at the 2018 World Rowing Championship Regatta in Plovdiv, Bulgaria.

 

Kimberly D. Lerman_myLawCLEKimberly D. Lerman | Consilio LLC

Kimberly Lerman is a Talent Manager of Lawyers On Demand, a Consilio company. She helps to match attorneys with clients who have needs for contract attorney assistance in a variety of different types of positions at law firms, corporate legal departments, and government agencies.

Prior to the start of her career in recruiting in 2015, Kimberly spent 15 years practicing law in Atlanta, and she was involved in hiring attorneys throughout that time. In her last legal role she served as Vice President & Associate General Counsel for a large company in Atlanta. In addition to seven years of in-house experience, Kimberly also worked as a litigation associate at local law firms, including several years at both King & Spalding and Eversheds Sutherland. Throughout her law firm tenure Kimberly was involved with interviewing law students and lawyers at job fairs, on-campus interviews and onsite interviews. She also was a member of the Hiring Committee at Eversheds Sutherland from 2005 – 2007.

Kimberly currently serves as Co-Chair of the Duke Atlanta Women’s Forum, and is a Member of the Duke Law Atlanta Board. She also volunteers with Emory Career Connections as a speaker and a mentor for current Emory students considering a career in law. When not working or volunteering her time, Kimberly enjoys swimming, biking and running, having completed 21 Ironman® triathlons. She is also an avid scuba diver and enjoys standup paddleboarding, hiking, nature photography (including underwater photography), yoga and cooking.

 

Megan E. Nelson_myLawCLEMegan E. Nelson | Consilio LLC

Megan Nelson is a Talent Manager of Lawyers On Demand, a Consilio company. She matches top-tier attorneys with corporations and law firms in need of flexible legal talent.

Megan began her legal career in medical malpractice litigation before being recruited into the industry herself. Since 2007, Megan has worked with a wide range of clients, from prestigious law firms to cutting-edge technology companies and prominent government agencies. She has helped legal professionals navigate their careers at every stage, from securing their first post-JD role to staffing interim General Counsel positions for organizations undergoing change. Her dedication to understanding her clients’ needs and the broader legal market has allowed her to consistently provide high-quality candidates and build long-lasting relationships with both clients and candidates.

Megan enjoys running and has completed the Chicago Marathon twice. She and her husband are avid fans of State and National Parks.

Agenda

Session I – Legal Framework Surrounding D&O Insurance | 1:00pm – 2:00pm

  • Synopsis of D&O Coverage
  • What Constitutes a “Claim”
  • Pitfalls in the Reporting Process
  • Defense Obligations and Reimbursement
  • Common Issues with Exclusions and Limitations

Break | 2:00pm – 2:10pm

Session II – So You Want to Join a Board? A Guide for Lawyers Seeking Board Positions | 2:10pm – 3:10pm

  • What Are the Benefits of Joining a Board?
  • What Are the Different Types of Boards?
  • What Responsibilities Do Board Members Assume?
  • How Can You Best Position Yourself for a Board Appointment?
  • What Traits Make Board Members Successful?
  • What Are the Risks of Joining a Board?
  • What Are Some Helpful Tips for New Board Members?
  • What Fiduciary Duties Do Board Members Assume?
  • Three Hypotheticals
  • What Special Considerations Apply to Lawyers Serving on Boards?
  • What Should Attorneys Consider Before Taking on a Dual Role as Both Board Member and Attorney for an Organization?
  • Why Should Board Members Always Consider Diversity, Equity and Inclusion in Connection with Their Board Service?
  • What Can Board Members Do to Increase Diversity of the Boards on Which They Serve?
  • How ABA Model Rules 1.1, 1.7, and 1.13 May Come into Play When Attorneys Serve in Board of Directors Positions?
  • Key Takeaways

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