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