Nebraska Activity #122031, 1.0 hour CLE
The decisions of directors and officers of private companies are closely scrutinized. The shareholder or owner base is smaller in private companies and the decisions directors and officers make are often more impactful on the fortunes of its owners. Both classes of agents – directors and officers – are subject to a range of fiduciary duties, some of which may be heightened or even diminished by agreement. Duties of care and loyalty, and the corporate/organizational opportunity doctrine, can be the basis of litigation when shareholders or members of an organization dispute the business of financial decisions of directors and officers. Understanding the scope of these duties and how they may be modified are essential for effective management and the entity’s success. This program will provide you with a practical guide to the fiduciary duties of private company directors and officers, how they apply across business entities and transactions, and how these duties can be modified.
- Fiduciary duties of directors and officers of private companies – C Corps, S Corps and LLCs
- Duties imposed by law, the company’s founding documents, or particular transactional circumstance
- Duty of care, duty of loyalty, and the corporate/organizational opportunity doctrine
- What duties can be waived or modified under law – and which cannot?
- Conflicts of business interests, resolution, and drafting modifications
- Special issues involving minority-interest stakes in closely held companies
- Indemnification and other sources of liability limitation for officers and directors
Thomas W. France is a partner in the Tysons Corner, Virginia office of Venable, LLP, where his practice focuses on corporate transactions, securities law, financial and banking regulatory matters. He has substantial experience in mergers and acquisitions, public and private offerings of equity and debt, franchise transactions, joint ventures and corporate reorganizations. Mr. France received his B.A., summa cum laude, from Oregon State University and his J.D., cum laude, from Washington and Lee University School of Law.
To Register:Cost $89.00
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Sara Weber, Nebraska State Bar Association
(402) 475-7091 ext # 131; firstname.lastname@example.org