Continuing Legal Education

TELESEMINAR: Private Company Directors: Fiduciary Duties & Liability – A National Perspective

February 20, 2014
12:00 – 1:00 p.m.
1.00 MCLE hours


Decisions made by private company directors and officers have a major impact on the fortunes of the company and its shareholders. Their actions and decisions are subject to a range of fiduciary standards – duties of care, loyalty, good faith and fair dealing. Special standards apply when a decision will have an impact on the interests of minority shareholders. Other duties apply in particular transactional contexts. Some of these duties may be eliminated or modified by agreement, but others cannot be altered. This program will provide you with a practical guide to duties of private company directors and officers, how they apply across business entities and transactions, and which duties can be modified and which cannot. 


  • 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
  • What duties can be waived or modified under law – and which cannot?
  • Duties of loyalty, care, good faith and fair dealing
  • Conflicts of business interests, the corporate opportunity doctrine, and drafting modifications
  • Special issues involving minority-interest stakes in closely held companies


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Program Speakers:
Tara L Dunn
, Morrison & Foerster, LLP, Colorado
Frank Ciatto, Venable, LLP, Washington, D.C.


Tara L Dunn is an attorney in the Denver office of Morrison & Foerster, LLP, where represents public and private enterprises in corporate financial transactions.  She has substantial experience in public offerings and private placements of equity and debt securities, bank credit financings, and venture capital financings.  Ms. Dunn published “The Developing Theory of Good Faith in Director Conduct: Are Delaware Courts Ready to Force Corporate Directors to Go Out-of-Pocket after Disney IV?,” which was cited in In re The Walt Disney Derivative Litigation, 906 A.2d 27, 64 (Del. 2006).  Earlier in her career, Ms. Dunn helped open and served as director and officer of Great Divide Brewing Company in Denver, Colorado.  Ms. Dunn earned her B.A. and M.A. from the University of Colorado and her J.D. from the University of Denver College of Law.

Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, corporate finance transactions and related antitrust matters.  He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.  Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.