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Director and Officer Fiduciary Duties & Liability (teleseminar)
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Director and Officer Fiduciary Duties & Liability (teleseminar)

1 CLE hour

When: 04/19/2016
1:00 PM to 2:00 PM
Where: United States
Contact: (404) 521-0781

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One-hour CLE programs are just a phone call away
Convenient, affordable, timely and informative
An 800 number connects you to nationally recognized practice leaders who will speak on important issues and emerging trends in the law. You can also pose your own questions to the speakers. Written materials and other details are emailed in advance to pre-registrants.

1 CLE hour
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.

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