Director and Officer Liability



  • Available Until 9/30/2024
  • Next Class Time 1:00 PM ET
  • Duration 60 min.
  • Format MP3 Download
  • Program Code 09302022
  • MCLE Credits 1 hour(s)

Course Price: $75.00


Statutory and common law impose certain fiduciary duties—care, diligence, good faith, and fair dealing—on directors and managers of corporate entities, managers of LLCs, and in certain instances members of LLCs. The corporate and organizational opportunity doctrines also operate to restrict the activity of closely held company stakeholders, preventing misappropriation of certain corporate or LLC opportunities. In certain instances, the owners of the entity may want to expand, limit, or even entirely eliminate these duties. Depending on the entity involved and the specific duty, the law may allow modification by agreement, but unintended consequences may be substantial. This program provides you with a practical guide to fiduciary duties in corporations and LLCs, how they may be modified, and the possible consequences.


• Fiduciary duties in closely held corporations and LLCs• Corporate fiduciary duties and standards of review—duty of loyalty and duty of care
• Conflicts of interest and self-dealing issues in closely held corporations
• Fiduciary duties in LLCs—standards set by contract and by law
• Which duties may be modified or eliminated—and which may not
• How the corporate and organizational opportunity doctrines work in closely held companies.



Frank Ciatto is a partner in the Washington, DC, office of Venable LLP, where he advises clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm’s private equity and hedge fund groups and a member of the ABA Business Law Section Mergers & Acquisitions Subcommittee. He is also a Certified Public Accountant. James DePaoli is an attorney in the Washington, DC, office of Venable LLP, where his practice focuses on corporate and commercial matters. He represents clients in the acquisition and disposition of assets and securities, mergers, and other business combinations and reorganizations.