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Articles Posted in Offices and Directors

This CLE webinar will provide corporate counsel with guidance for drafting director and officer (D&O) indemnification provisions in bylaws, LLC operating agreements, limited partnership agreements, and other governance documents as well as contractual indemnification agreements. The panel will also discuss how indemnification provisions interact with a company’s D&O insurance policies. Panelists include Kang Haggerty managing member Edward T. Kang and Kang Haggerty member Kandis L. Kovalsky, with Brian H. Mukherjee, Counsel, Goodwin Procter.

D&O Indemnification Provisions in Corporate Governance Documents: Implementing 2020 DOJ Guidance is presented by Strafford Publications. The webinar will take place Tuesday, November 17th from 1-2:30 pm EST.

 

What happens when a dispute is between or among directors of the same company? Can the company use the attorney-client privilege to shield corporate materials, including any attorney-client privileged materials against a director?

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“As part of my business divorce practice, I often represent one owner against other owners. People who may have once been close friends or family members now turn into ugly, bitter enemies. What started as a company with shared goals and vision has dissipated into a pool of litigation,” writes Kang Haggerty managing member Edward T. Kang in the March 2019 edition of the American Bar Association’s Law Practice Today (LPT) webzine. In Finding a Niche Defending against Business Betrayals, Kang discusses his firm’s niche practice representing Officers and Directors in these often-complicated business disputes. Continue reading ›

In the January 3, 2019 edition of The Legal Intelligencer, Edward Kang, Managing Member of Kang Haggerty wrote “Defending Officers and Directors From a Lawsuit by the Company.

When a corporate director or officer is sued by a third party for alleged misconduct carried out in her capacity as director/officer, the company generally indemnifies the director/officer by defending her against the lawsuit. The company’s duty of indemnification arises from both the law and governing corporate documents (e.g., articles of incorporation, bylaws or employment agreement). While there are limited exceptions to the company’s duty of indemnification—e.g., the director/officer acted in her personal capacity or that she acted in bad faith against the interest of the company—the duty of indemnification is broad. The company must defend the director/officer, at least until the court determines otherwise. What protection does a corporate director/officer have, however, if the person suing her is the company itself?

A company sues its officer or director more frequently than many people think. The company could bring a direct lawsuit against an officer or director for a breach of fiduciary duty (e.g., alleged self-dealing). Sometimes, a shareholder could bring a derivative lawsuit under the company’s name against the officer or director. Continue reading ›

Act 170 Changes the Business Landscape in Pennsylvania

Act 170 effects significant change to the litigation landscape for both practitioners and LLC members. In this Legal Intelligencer publication, Edward Kang discusses the rights of a limited liability company (LLC) member to sue other members either directly or derivatively on behalf of the company.  Continue reading ›

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