Practical Steps for Directors to Consider After Disney

Brian E. Pastuszenski, Ettore A. Santucci and Christine S. Chung of Goodwin Proctor have digested the Delaware Chancery Court’s Disney decision to come up with practical tips for boards of directors to consider – click through to read their discussion of each point:

• Review Your Company’s D&O Insurance Program and Directors’ Indemnification and Advancement Rights

• Ensure That Your Company’s Charter Includes an "Exculpation" Provision

• Minutes Should Reflect Active Board Involvement and Questioning

• Retain Outside Experts

• "Best Practices" Are Still Worth Striving for

• The Conduct of Each Director Matters

• The Nature and Materiality of the Transaction Make a Difference – Don’t Forget to Use Common Sense

Link: Goodwin Procter LLP – United States – Practical Steps for Directors to Consider After Disney from Mondaq (free registration required).

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Other posts:

1. Are you in the Zone? Additional Duties Imposed on Directors of a Corporation in the “Zone of Insolvency”
2. Lessons from the Disney Decision
3. More Discourse on the Disney Decision (Everything but Daffy Duck)
4. Disney Directors Absolved of Personal Liability
5. The Technology Committee of the Board of Directors

Tagged as: Corporate/M&A