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Directors & Officers Strategies for Turbulent Times

Directors & Officers Strategies for Turbulent Times. September 28, 2010 Tort Trial & Insurance Practice Section Self Insurers and Risk Managers Committee. Panel. Moderator: Daniel Spragg Alvarez & Marsal Risk Management Advisory Jerry Edmonds, Esq. Williams Kastner & Gibbs, PLLC

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Directors & Officers Strategies for Turbulent Times

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  1. Directors & Officers Strategies for Turbulent Times September 28, 2010 Tort Trial & Insurance Practice Section Self Insurers and Risk Managers Committee

  2. Panel • Moderator: Daniel Spragg • Alvarez & Marsal Risk Management Advisory • Jerry Edmonds, Esq. • Williams Kastner & Gibbs, PLLC • Chris Mower • Aon Risk Services, Financial Services Group • Michael D. Price • Arch Insurance Group, Executive Assurance Division

  3. Program Objectives • Identify critical issues for D&O’s of companies in transition including: M&A, Restructuring, Bankruptcy. • Provide examples of issues experienced and strategies used to maximize protection and reduce costs. • Provide various perspectives on the issues from the perspective of the risk manager, attorneys, brokers, and carriers. • Keep it an open discussion where your interests can be addressed and questions answered .

  4. Introduction • Focus on Directors & Officers coverage in the current environment. • Transactions that highlight D&O focus and exposure. • M&A • Restructuring \ Bankruptcy • Independent Directors • Shareholder Revolt • Foreign Expansion

  5. The Process • When are D&O issues identified? • Who drives the process in transactions? • Communications between key players • Lawyers • Brokers • Consultants \ CRO • Conflict of Interest Issues.

  6. Key Concerns of Stakeholders • D&Os (Past, Present, Future) • M&A Buyers & Sellers • Structure of the Deal Impacts. • How do Underwriters look at the deal? • Bankruptcy Estate • Trustee • Creditors • Court

  7. Coverage and Bankruptcy • Pre-Bankruptcy Coverage is Key • Change in Control Trigger • Insured vs. Insured Issues • Deepening Insolvency & Other Unique Exposures

  8. Common Issues \ Tactics • D&O Tail Coverage • ERP vs. Tail • Timing & Payment • Brokerage, Underwriting & Cost • Debtor in Possession Coverage • Notice of Circumstance

  9. Common Issues \ Tactics • Indemnification • Importance of wording, terms, jurisdiction • For D&Os of Acquired Company • In Bankruptcy • Side A

  10. Q&A • Contact Info: • Dan Spragg: dspragg@alvarezandmarsal.com • Chris Mower: chris.mower@aon.com • Mike Price: miprice@archinsurance.com • Jerry Edmonds: jedmonds@williamskastner.com

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