Directors & Officers Liability

Directors & Officers Liability


Corporate directors and officers are increasingly at risk for becoming targets of legal claims and lawsuits as they can be personally sued by shareholders, customers, members of the public, employees, and other parties for allegedly negligent or wrongful actions performed as part of their corporate duties. For this reason, they need to make certain that both the company’s internal policies and their insurance policies are adequate to protect them if an issue arises.

At Kelley Kronenberg, our D&O Team assists clients in evaluating, negotiating, and enforcing the directors and officers, cyber, fiduciary, employment practices, and other management liability insurance policies. In addition to making sure each insurance policy provides strong protections, our team can also review corporate bylaws, indemnification agreements, and other corporate documents to make sure these documents all work together with the insurance policies.

Kelley Kronenberg also represents insurers that issue D&O liability policies. We serve as coverage/monitoring counsel in D&O claims as well as litigation counsel of record when a coverage dispute arises.

Our D&O Team also defend clients in a broad range of complex, high stakes liability cases that includes representation of:

  • Directors and officers in shareholder derivative suits alleging breach of fiduciary duties, fraud, corporate waste, and other causes of actions.
  • Directors and officers in connection with shareholder litigation relating to securities offerings that allege causes of action under federal and state law.
  • Directors and officers in commercial, securities, and bankruptcy litigation in which officers and directors are named individually, including claims relating to “piercing the corporate veil.”
  • Directors and officers in the development of risk management protocols designed to avoid D&O claims and on-board governance issues.
  • Boards of directors, board committees, and individual directors and officers in administrative and licensing proceedings.