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Corporate Governance: How to Serve on Corporate Boards and the Legal Framework Surrounding D&O Insurance, Including Ethical Considerations (2026 Edition)

2026-03-26 13:00:00

2026-03-26 13:00:00

2 Credits

Master D&O coverage triggers, board appointment strategy, and the ethical framework attorneys must navigate before, during, and after accepting a corporate director position.

2026-03-26 13:00:00

Master D&O coverage triggers, board appointment strategy, and the ethical framework attorneys must navigate before, during, and after accepting a corporate director position.

2026-03-26 13:00:00

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Key topics that will be covered

What will you learn

Attorneys will learn when D&O coverage is triggered, reporting requirements, the parameters of a claim, and ethical considerations for lawyers serving on boards.

What will you gain

Attorneys will gain practical guidance on avoiding coverage forfeiture, positioning for board appointments, and understanding fiduciary duties and ABA Model Rules implications.

Policy enhancements
Available marketplace enhancements that address common D&O coverage shortfalls and the risks of broader coverage.
Reporting requirements
Practical steps attorneys and D&Os can take to avoid inadvertent forfeiture of coverage.
Board positioning
How lawyers can best position themselves for a corporate board appointment.
Board types
The different types of boards attorneys can join and what distinguishes for-profit, nonprofit, and advisory roles.
Dual role risks
What attorneys must consider before taking on the combined role of board member and legal counsel to the same organization.
Board diversity
What board members can do to increase diversity on the boards on which they serve.

What will you learn

Attorneys will learn when D&O coverage is triggered, reporting requirements, the parameters of a claim, and ethical considerations for lawyers serving on boards.

What will you gain

Attorneys will gain practical guidance on avoiding coverage forfeiture, positioning for board appointments, and understanding fiduciary duties and ABA Model Rules implications.

Agenda

SESSION 1

D&O Insurance: Scope of Coverage

SESSION 2

So You Want to Join a Board? A Guide for Lawyers Seeking Board Positions

clock 1:00 pm - 2:00 pm EST

D&O Insurance: Scope of Coverage

Darius Kandawalla

Bailey Cavalieri

Megan E. Nelson

Consilio LLC

Tatjana Stoljarova

Vanderbilt University

This segment examines how D&O policies work in practice, covering when claims are triggered, what constitutes a wrongful act, recurring coverage disputes, available policy enhancements, and the practical steps directors and counsel should take to preserve coverage and avoid inadvertent forfeiture.

Darius Kandawalla

Bailey Cavalieri

Megan E. Nelson

Consilio LLC

Tatjana Stoljarova

Vanderbilt University

clock 2:10 pm - 3:10 pm EST

So You Want to Join a Board? A Guide for Lawyers Seeking Board Positions

Darius Kandawalla

Bailey Cavalieri

Megan E. Nelson

Consilio LLC

Tatjana Stoljarova

Vanderbilt University

This segment equips attorneys to evaluate board service from every angle, benefits, risks, fiduciary duties, DEI obligations, and the unique ethical considerations under ABA Model Rules 1.1, 1.7, and 1.13, with real-world hypotheticals and concrete guidance for attorneys navigating dual roles as both director and legal counsel.

Darius Kandawalla

Bailey Cavalieri

Megan E. Nelson

Consilio LLC

Tatjana Stoljarova

Vanderbilt University

01 02
Prev
Next

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.

Darius Kandawalla

Bailey Cavalieri

Megan E. Nelson

Consilio LLC

Tatjana Stoljarova

Vanderbilt University

Darius Kandawalla

Bailey Cavalieri

Darius N. Kandawalla is a Member at Bailey Cavalieri and a nationally recognized coverage counsel with over 25 years of experience representing insurers in matters involving Directors and Officers liability policies, fiduciary and employment liability policies, and other professional liability policies. He is regularly engaged to represent insurers in complex, high-profile matters, including securities class actions, shareholder derivative litigation, M&A litigation, bankruptcy litigation, ERISA class actions, cybersecurity class actions, and regulatory investigations and proceedings — and has successfully litigated significant coverage actions throughout the country in both federal and state courts.

Education & Credentials

Darius earned his J.D. with honors from The Ohio State University Moritz College of Law in 1996, where he was a member of the Law Journal and the ABA Moot Court Team. He received his B.A. cum laude from Bowling Green State University in 1993. He is admitted to the Ohio Bar and to the U.S. District Court for the Southern District of Ohio, as well as the U.S. Courts of Appeals for the Third, Fourth, Fifth, Sixth, Ninth, and Eleventh Circuits. He holds a Martindale-Hubbell AV peer rating, representing a very high preeminent legal ability and general ethical standard.

Recognition & Leadership

Darius was named a Columbus CEO Top Lawyer in 2024. He is a long-standing member of Bailey Cavalieri's Board of Directors and currently serves as Chair of the Board, as well as Co-Chair of the Firm's D&O Practice Group.

Professional Involvement

Darius is a member of the Professional Liability Underwriting Society, the Columbus Bar Association, and the Ohio Bar Association. He is a member of the United Way Tocqueville Society and volunteers as a grant reviewer for United Way of Central Ohio. He regularly coaches and advises moot court and mock trial teams, and has served as a Former Trustee of Opera Columbus and a Former Trustee of the Capital Regiment Drum & Bugle Corps.

Experience

Darius has served as lead counsel in the successful defense of primary and excess D&O insurers in numerous significant cases across federal and state courts nationwide, including matters before the Fourth, Fifth, Sixth, and Ninth Circuits. His published work includes serving as Contributing Author and Chapter Editor of Liability of Corporate Officers and Directors (8th Ed., LexisNexis Matthew Bender Publishing, 2009) and annual supplements; Co-Author of Directors' Liability and Indemnification – A Global Guide, First and Second Editions (Globe Business Publishing Ltd., 2007 & 2011); Author of the D&O Practice Area Module for Lexis Practice Advisor; Co-Author of Directors' and Officers' Liability Exposures (IRMI, 2019); and Co-Author of ERISA Stock-Drop Litigation Exposures. He is also a regular speaker on D&O liability and insurance issues.

Darius Kandawalla

Bailey Cavalieri

Darius N. Kandawalla is a Member at Bailey Cavalieri and a nationally recognized coverage counsel with over 25 years of experience representing insurers in matters involving Directors and Officers liability policies, fiduciary and employment liability policies, and other professional liability policies. He is regularly engaged to represent insurers in complex, high-profile matters, including securities class actions, shareholder derivative litigation, M&A litigation, bankruptcy litigation, ERISA class actions, cybersecurity class actions, and regulatory investigations and proceedings — and has successfully litigated significant coverage actions throughout the country in both federal and state courts.

Education & Credentials

Darius earned his J.D. with honors from The Ohio State University Moritz College of Law in 1996, where he was a member of the Law Journal and the ABA Moot Court Team. He received his B.A. cum laude from Bowling Green State University in 1993. He is admitted to the Ohio Bar and to the U.S. District Court for the Southern District of Ohio, as well as the U.S. Courts of Appeals for the Third, Fourth, Fifth, Sixth, Ninth, and Eleventh Circuits. He holds a Martindale-Hubbell AV peer rating, representing a very high preeminent legal ability and general ethical standard.

Recognition & Leadership

Darius was named a Columbus CEO Top Lawyer in 2024. He is a long-standing member of Bailey Cavalieri's Board of Directors and currently serves as Chair of the Board, as well as Co-Chair of the Firm's D&O Practice Group.

Professional Involvement

Darius is a member of the Professional Liability Underwriting Society, the Columbus Bar Association, and the Ohio Bar Association. He is a member of the United Way Tocqueville Society and volunteers as a grant reviewer for United Way of Central Ohio. He regularly coaches and advises moot court and mock trial teams, and has served as a Former Trustee of Opera Columbus and a Former Trustee of the Capital Regiment Drum & Bugle Corps.

Experience

Darius has served as lead counsel in the successful defense of primary and excess D&O insurers in numerous significant cases across federal and state courts nationwide, including matters before the Fourth, Fifth, Sixth, and Ninth Circuits. His published work includes serving as Contributing Author and Chapter Editor of Liability of Corporate Officers and Directors (8th Ed., LexisNexis Matthew Bender Publishing, 2009) and annual supplements; Co-Author of Directors' Liability and Indemnification – A Global Guide, First and Second Editions (Globe Business Publishing Ltd., 2007 & 2011); Author of the D&O Practice Area Module for Lexis Practice Advisor; Co-Author of Directors' and Officers' Liability Exposures (IRMI, 2019); and Co-Author of ERISA Stock-Drop Litigation Exposures. He is also a regular speaker on D&O liability and insurance issues.

Megan E. Nelson

Consilio LLC

Megan E. Nelson is a Talent Manager at Lawyers On Demand, a Consilio company, where she matches top-tier attorneys with corporations and law firms in need of flexible legal talent. She began her legal career in medical malpractice litigation before being recruited into the legal staffing industry in 2007. Since then, she has worked with a wide range of clients from prestigious law firms to cutting-edge technology companies and prominent government agencies helping legal professionals navigate their careers at every stage, from securing their first post-J.D. role to staffing interim General Counsel positions for organizations undergoing change.

Education & Credentials

Megan earned her J.D. from Chicago-Kent College of Law and her B.S. from the University of Wyoming.

Recognition & Leadership

Megan's consistent ability to provide high-quality candidates and build long-lasting relationships with both clients and candidates reflects her dedication to understanding the needs of the broader legal market throughout her career in the legal staffing industry.

Professional Involvement

Megan is engaged in the legal talent and staffing community through her work at Lawyers On Demand, a Consilio company, where she serves clients across law firms, technology companies, and government agencies.

Experience

Prior to her current role, Megan served as Managing Director of the Interim Practice Group at Major, Lindsey & Africa and as Managing Director at Hire Counsel. She began her professional career practicing medical malpractice litigation before transitioning into legal talent placement in 2007.

Tatjana Stoljarova

Vanderbilt University

Tatjana Stoljarova is an attorney, board member, and Adjunct Professor at Vanderbilt University with over two decades of experience spanning private practice and in-house counsel roles for multinational companies across several continents. Her career has encompassed service on boards for both nonprofit and for-profit entities, participation on Ethics and Compliance and Risk Governance committees, and advising senior leadership on governance, compliance, and enterprise risk. Drawing on her extensive in-house counsel and cross-border transactional background, she coaches, speaks, and teaches on cross-border lawyering, the role of in-house counsel, and negotiations. She is currently affiliated with Lawyers On Demand, a Consilio company.

Education & Credentials

Tatjana earned her J.D. from Vanderbilt University Law School and her B.A. from Saint Petersburg All-State University.

Recognition & Leadership

Tatjana currently serves on the boards of the Centennial Park Conservancy and the Women's National Book Association. She has also served as a Member of the Board of Directors of Velsicol Eesti AS.

Professional Involvement

In addition to her board service, Tatjana teaches as an Adjunct Professor at Vanderbilt University and is active as a coach and speaker on topics including cross-border lawyering, the role of in-house counsel, and negotiations.

Experience

Tatjana's career includes serving as Associate General Counsel at Bridgestone Americas and as an Associate at Sonnenschein, Nath & Rosenthal (now Dentons) and at Jones Day.

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Why Attend

Why this 
program matters

Attorneys advising or serving on corporate boards must command both the governance framework and the insurance architecture that shields directors from personal liability, the stakes for getting either wrong are substantial.
$17M
median securities class action settlement in 2025, a 10-year high, defining the financial stakes when board governance failures trigger litigation.
$335K
was the median total compensation for non-employee directors at the 100 largest U.S. public companies in 2025, reflecting the significant financial opportunity attorneys stand to gain by securing a board seat.
6%
projected rise in global business insolvencies in 2025, each representing a direct source of D&O claims as creditors pursue board members for alleged mismanagement and breach of fiduciary duty.
55%
of directors in PwC’s 2025 survey believe a fellow board member should be replaced, a record high underscoring the scrutiny attorneys must be ready to withstand in the boardroom.

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