An Attorney’s Guide to Advising Directors and Officers


CLE credits earned: 2 GENERAL (or 2 LAW & LEGAL for WA state)

This presentation is intended to provide a brief overview of the duties of Directors and Officers in a company and how, as an Attorney, to guide them through managing those responsibilities within the context of the law.

Key topics to be discussed:

•   Fundamental Powers, Responsibilities, Duties and Roles of Directors and Officers
•   Standards of liability for Directors and Officers
•   Key defenses and protections
•   Insurance coverage issues

Date / Time: July 10, 2019

•   2:00 pm – 4:00 pm Eastern
•   1:00 pm – 3:00 pm Central
•   12:00 pm – 2:00 pm Mountain
•   11:00 am – 1:00 pm Pacific

Choose a format:

•   Live Video Broadcast/Re-Broadcast: Watch Program “live” in real-time, must sign-in and watch program on date and time set above. May ask questions during presentation via chat box. Qualifies for “live” CLE credit.
•   On-Demand Video: Access CLE 24/7 via on-demand library and watch program anytime. Qualifies for self-study CLE credit. On-demand versions are made available 7 business days after the original recording date and are view-able for up to one year.

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Original Broadcast Date: February 5, 2019

Dennis Klein, Esq. is a Partner in the Kelley Kronenberg’s Miami office, focusing his practice on business litigation.
Having been a partner for almost his entire career in both the DC and Miami offices of a Wall Street based international law firm, Dennis has prosecuted and defended all facets of commercial litigation.

Dennis specializes in cases across a wide array of substantive areas, including director and officer liability, real estate and contractual disputes, professional liability, financial institution issues, product liability, pharmaceutical litigation, bankruptcy, insurance coverage, art law and employment matters. In the area of cybersecurity litigation, Dennis has numerous publications, and has been quoted in Law360. Dennis also has substantial appellate experience, having argued in state and federal courts throughout the country. In the product liability area, Dennis represented Merck in the Vioxx litigation and Lorillard in tobacco litigation.

For over 30 years Dennis represented the Federal Deposit Insurance Corporation in litigation arising from major bank failures throughout the country. During the recent financial crisis, Dennis headed up litigation involving the officers and directors of the two biggest banking failures in Florida: BankUnited and Orion. In the failed bank area, some of the most significant appellate precedents over the past 30 years were argued and handled by Dennis.

As an experienced business litigator, Dennis has participated in hundreds of mediations, and is a State of Florida Supreme Court Certified Circuit and Appellate Mediator. Prior to joining the firm, Dennis was the owner of an alternative dispute resolution practice that specialized in commercial disputes. Dennis has merged his mediation practice with the Kelley Kronenberg team.

Dennis also serves as an Adjunct Professor at both Florida International University School of Law and University of Miami School of Law. He teaches courses on mediation advocacy.

Click here for Dennis’s full bio.

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Section I. Intro & Summary

Section II. Standards of Liability

Section III. Duty of Care

Section IV. Business Judgment Rule

Section V. Duty of Loyalty

Section VI. Key Defenses and Protections

Section VII. Common Issues in D&O Litigation

Section VIII. D&Os of Financial Institutions

Section IX. FIRREA Overview

Section X. Common Issues in FDIC Litigation

Section XI. Insurance Coverage Issues

Section XII. D&O Policies

Section XIII. Common Coverage Defenses and Exclusions