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Is Reputation Risk Beyond Control and Oversight?

Safeguard against unmanageable reputation risks and explore innovative insurance solutions to protect personal and organizational reputation using this advice.

The Legacy of the Disney Decision: Significant Recent Delaware Cases Relating to Director Liability

In brief: Delaware judges have tackled a variety of issues impacting director liability in the last decade. This document, which originally appeared in the Report of the NACD Blue Ribbon Commission on Director Liability: Myths, Realities, and Prevention, summarizes landmark decisions in the areas of standards of conduct versus standards of liability, director indemnification, company insolvency, director expertise, plaintiff pleading, director independence, and overseeing foreign operations. This resource can help your board: Understand recent Delaware court rulings and their effect on director liability. Define its fiduciary duties, especially during special circumstances such as insolvency or avoid unintentionally violating fiduciary duties and subsequent litigation. Most relevant audiences: general counsel, independent directors

Code of Ethics

The following Code of Ethics for the National Association of Corporate Directors (NACD) is intended to guide ethical decision-making by directors, officers, employees, and chapter leaders in carrying out its mission.

Code of Ethics and Business Conduct Sample

Evolving Directors & Officers Liability Environment

The legal landscape for board members is complex and risky—recent developments include increases in securities lawsuits, M&A litigation, and emerging threats from claims related to cybersecurity, data privacy, climate change, and more.

Anna Richo

A brief biography of Anna Richo, speaker at NACD event.

Women's GC Cohort: How Can GCs Stay Ahead in a World of Rapid Regulatory Change?

In a world where regulatory landscapes are shifting faster than ever, General Counsels are on the front lines, guiding companies through evolving compliance, enforcement, and governance challenges. Join our expert-led webinar where experienced women GCs share their strategies for staying ahead of the curve and how they best work with their board.

Conflicts of Interest

Directors of all company types are bound by the fiduciary duty of loyalty to act in the best interests of the corporation and its shareholders. This means avoiding all business matters involving a party with which they are affiliated, whether the relationship is financial or personal. This publication provides guidance on what constitutes a conflict of interest, including information on related-party transactions and interlocking directorates. Leverage this resource to identify potential conflicts of interest among directors and officers, develop strategies to mitigate them, and establish a comprehensive conflict of interest policy.

Questions Boards Should Ask to Prepare for Antitrust Investigations

In this elevated antitrust context, this is what directors should ask to ensure that they have the information necessary and reasonably available to properly oversee and help position their companies for success in government investigations or civil litigation.

Securing the Director and Officers Liability Insurance Lifelines: What Every Director Needs to Know—Before Entering Troubled Waters

Written by Ronit Berkovich and Paul Ferrillo of Weil, Gotshal & Manges for the Report of the NACD Blue Ribbon Commission on Director Liability, this document outlines key points every director should know about their D&O coverage.

What Boards Should Know About the GDPR FAQ

The European Union’s new General Data Protection Regulation (GDPR) requires—with some exceptions—affirmative opt-in and usage notices for data collection in the European Union (EU) by any organization with 250 or more employees. It applies to European organizations collecting data within the EU and non-European companies with data subjects based anywhere in the region. Any person located within the EU is considered to be a “data subject” under the regulation. The regulation mandates in detail the proper procedures related to required data collection and usage, including cybersecurity measures, making compliance a challenge, especially for smaller firms.

Lessons to Learn From the Fall of FTX

Cryptocurrency exchange FTX has fallen. News outlets point mainly to rival cryptocurrency exchange Binance first announcing that it would sell off its holdings of FTX’s primary token, FTT, then later backing out of an offer to acquire FTX as the point of no return that resulted in FTX and more than 130 affiliated companies filing for bankruptcy on Nov. 11.

Projecting Ethics: How to Create a Corporate Culture of Integrity

Ethical leaders know what it means to be ethical, but what should they do to create and maintain a culture of ethics and integrity in their organizations? These five practices offer a guide.

Unlocking the Power of Artificial Intelligence

Establishing a code of conduct for the use of artificial intelligence will be vital to protect company brands and reputation.

Unlocking the Future of Generative AI

NACD Heartland Chapter Event: Unlocking the Future of Generative AI in November 2023

AI Governance & Boardroom Risk Oversight for Corporate Directors

NACD Capital Area Chapter AI Governance & Boardroom Risk Oversight for Corporate Directors in June 2024

SEC Settlement Highlights Potential Board Oversight Liability Related to ESG Risks

Boards should expect to see more ESG-related enforcement actions in the future. These are oversight and disclosure takeaways for boards from a recent SEC settlement.

Annita Menogan

A brief bio of Annita Menogan, a NACD Colorado Chapter Board member.

Director’s Liability Trends - Understanding Your Responsibilities

NACD Northern California Chapter Event: Director’s Liability Trends - Understanding Your Responsibilities in September 2023

Aspiring Public Company Director Program

NACD New England Chapter: Aspiring Public Company Director Program in April 2024.

Understanding LMEs

Panelists will provide an overview of Liability Management Exercises transaction types, their purposes, and when they are most effective.

Asian Directors Coffee Cohort: Data Governance and the Board

NACD Northern California Chapter Event: Asian Directors Coffee Cohort: Data Governance and the Board in September 2023

Navigating the Audit Committees Core Oversight Responsibilities in Complex Times

Directors will be guided through an entertaining case study that highlights todays important audit committee oversight responsibilities including internal control and financial reporting, the financial statements, internal audit, external auditor ...

Jill Marchant

A brief bio of Jill Marchant, a NACD Heartland Chapter Board Member

Ralph Hasson, NACD.DC

A brief bio of Ralph Hasson, a NACD Texas Houston Advisory Board member.