Fiduciary Duties of Directors and Officers

12/08/2011 11:00 a.m. - 12:00 p.m.


Telephone / Teleseminar

Speaking Engagement

Corporate officers and directors, and certain managers in noncorporate entities, have ultimate decision-making authority in their companies. But their decision-making is constrained by fiduciary obligations to shareholders, partners, and LLC members. In volatile markets, there is increased focus on company decision-making and ever-present risk of conflict, litigation, and liability. This is particularly true in the case of closely held companies. This program provides you with a practical guide to the fiduciary duties of corporate and noncorporate officers, directors, and managers, discusses the application of these standards to noncorporate entities, identifies common areas of dispute, litigation, and liability, and discusses best practices for avoiding liability.

Topics Included:

  • Framework of fiduciary standards for officers and directors
  • Understanding which duties most frequently give rise to litigation and liability
  • Application of fiduciary standards to noncorporate entities and closely held businesses
  • Duty of loyalty and identifying common areas of self-dealing
  • Corporate opportunity doctrine
  • Good faith and fair dealing in transactions


  • Tara L. Dunn, Morrison & Foerster LLP
  • Thomas W. France, Venable LLP

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