Chapter 1 Basic Duties
Chapter 2 Business Judgment Rule
Chapter 3 Duty Of Diligence
Chapter 4 Duty Of Loyalty
Chapter 5 Legal Compliance
Chapter 6 Liability To Creditors And Other Third Parties
Chapter 7 Employment-Related Liability
Chapter 8 Criminal Liability
Chapter 9 Liability Under ERISA
Chapter 10 Environmental Liability
Chapter 11 Depository Institutions: Directors And Officers
Chapter 12 Nonprofit And Charitable Organizations
Chapter 13 Federal Securities Laws
Chapter 14 Liability In Takeovers, Mergers And Buyouts
Chapter 15 Disclosure And Misuse Of Business Information
Chapter 16 State Statutes Limiting Liability
Chapter 17 Defenses, Protective Measures And Compliance Programs
Chapter 18 Actions
Chapter 19 Defense And Settlement Of Litigation
Chapter 20 Indemnification
Chapter 21 Allocation
Chapter 22 Bankruptcy Issues
Chapter 23 Insurance: Directors And Officers Liability
Chapter 24 Insurance: Insuring Clauses And Major Provisions
Chapter 25 Insurance: Exclusions
Chapter 26 Insurance: Excess Policies
Chapter 27 Insurance: Side A Policies
Chapter 28 Insurance: Related Types of Policies
Chapter 29 Liability and Market Survey

Appendix A Sample Large D&O Settlements/Judgments
Appendix B Statutes Limiting Director Liability (As Of July 2009)
Appendix C Chart Of Indemnification Statutes (As Of July 2009)
Appendix D Selected Insurance Policy Forms
Appendix E Sample Charter Or Bylaw Indemnification Provision Charter Or Bylaw Indemnity
Appendix F Sample Indemnity Agreement
Appendix G Sample Statement Of Self-Insurance (Ohio)

 

Knepper, William E.

William E. Knepper (1909 - 1998), former senior partner in the national law firm of Arter & Hadden, was an authority on the law affecting corporate officers and directors for over twenty-five years. A Fellow of the American College of Trial Lawyers, he practiced law for sixty years. He served as Editor of the Insurance Counsel Journal and President of the International Association of Defense Counsel, as well as Chairman of the Defense Research Institute and the Ohio Bar Title Insurance Company. Mr. Knepper also served as Adjunct Professor of Law at Ohio State University for twenty years.

Bailey, Dan A.

Dan A. Bailey is a nationally recognized expert on director and officer liability, indemnification, insurance, and loss prevention. As a member in the Columbus Office of the firm Bailey Cavalieri LLC, and Chair of the firm's Directors & Officers Liability Practice Group, he represents and consults with directors, officers, corporations, insurance companies, and law firms across the country.

Eblin, Robert L.

Mr. Eblin is a member in the Columbus Office of Bailey Cavalieri LLC, where he focuses his practice on directors and officers insurance and liability, employment law counseling, and business litigation. Mr. Eblin is a former Adjunct Professor of Law at The Ohio State University College of Law. He received his law degree from The Ohio State University, where he graduated summa cum laude, and his bachelor's degree from Harvard University, where he graduated cum laude.

Lane, Stacy R.

Mr. Lane is a member in the Columbus Office of Bailey Cavalieri LLC, where he focuses his practice on directors' and officers' responsibilities, liabilities, indemnification, insurance and loss prevention. As a member of the firm's Directors and Officers Liability Practice Group, he represents and consults with directors and officers, corporations, insurance companies, brokers and law firms across the country. Mr. Lane received his law degree from Capital University Law School, where he graduated magna cum laude, and his bachelor's degree from The Ohio State University.

Bowman, Katharine B.

As a member of Bailey Cavalieri LLC's Columbus Office, Ms. Bowman serves as coverage and claims monitoring counsel for insurance companies providing primary and excess coverage for director and officer liability, as well as fiduciary liability. Prior to becoming a member of Bailey Cavalieri, Ms. Bowman was Vice President, Associate counsel for Banc One Corporation, where she served as its National Litigation Manager. Ms. Bowman received her law degree from the University of Michigan Law School and her bachelor's degree from The Ohio State University, where she graduated summa cum laude.

Goodstein, Michael R.

Mr. Goodstein is a member in Bailey Cavalieri LLC's Columbus office, practicing in directors' and officers' liability and insurance, with a focus on representing carriers in all facets of litigation and arbitration throughout the country. Mr. Goodstein received his law degree from the American University, Washington College of Law and his bachelor's degree from Brandeis University.

Kandawalla, Darius N.

Mr. Kandawalla is a member in Bailey Cavalieri LLC?s Columbus office, practicing in directors' and officers' liability, with a focus in insurance coverage counseling and litigation. Mr. Kandawalla represents insurers in cases involving policies issued to directors and officers, financial institutions, non-profit organizations, health care facilities, and other public and private companies. He is a graduate, with honors, of The Ohio State University College of Law and his bachelor's degree from Bowling Green State University, cum laude..