• videocam Live Webinar with Live Q&A
  • calendar_month December 3, 2026 @ 1:00 PM ET/10:00 AM PT
  • signal_cellular_alt Intermediate
  • card_travel Corporate Law
  • schedule 90 minutes

Corporate Directors and Officers: Indemnification and Advancement Issues

Drafting Agreements, Bylaws, and Liability Protections; Advancement Claims, Exculpation, and D&O Insurance

About the Course

Introduction

This CLE webinar will cover structuring and enforcing indemnification and advancement protections for corporate directors and officers. The panel will examine how charter provisions, bylaws, indemnification agreements, exculpation, and D&O insurance interact, and will explore drafting practices and the disputes that may arise when directors and officers seek advancement or indemnification.

Description

Directors and officers facing litigation, investigations, or other proceedings may incur substantial defense costs before their potential liability is determined. Whether the corporation must advance those costs and indemnify the director/officer turns on applicable corporate law and the respective rights provided in the corporation's governing documents and indemnification agreements. Corporate counsel must determine the appropriate scope of indemnification and advancement rights and ensure that the company's charter, bylaws, and indemnification agreements work together successfully.

Separate indemnification agreements can provide directors and officers with greater certainty than only relying on statutory rights and corporate bylaws. Counsel must also navigate the interaction of the documents with exculpation and D&O insurance. These protections address different risks and may not provide full coverage.

Listen as our authoritative panel discusses drafting indemnification and advancement protections and practical steps for corporate counsel should claims arise.

Presented By

Stephen T. Raptis
Partner
Crowell & Moring

For more than 30 years, Mr. Raptis has advocated for policyholder clients throughout the country, helping them recover hundreds of millions of dollars in insurance proceeds, both in and out of litigation. Recognized by Chambers USA and in The Best Lawyers in America for Insurance Law, he helps clients find strategic and creative solutions to disputed insurance claims, including focused negotiations and mediation, to maximize their recoveries while minimizing their costs. Through strategic analysis and advocacy, Mr. Reptis regularly secures reversals of adverse coverage determinations without litigation. When necessary, he aggressively litigates coverage lawsuits in state and federal courts throughout the country. Mr. Raptis advises clients on coverage issues across the full spectrum of commercial insurance policies. He regularly counsels clients on claims involving directors and officers liability, professional services/errors and omissions, first-party property losses, environmental contamination, other mass tort exposures, product-liability issues, regulatory investigations, as well as emerging cyber and privacy risks. Mr. Raptis also counsels clients on preserving the value of potential insurance claims, securing defense coverage even when damages may not be covered, and addressing insurance considerations in corporate transactions. In addition to resolving coverage disputes, he helps clients proactively strengthen their insurance programs by reviewing existing policies, identifying potential coverage gaps, and recommending improvements during the renewal process. A frequent author and speaker on insurance-coverage topics, Mr. Raptis is regularly quoted by leading insurance and business publications. He has also been elected by his peers as a fellow of the American College of Coverage Counsel, an honor recognizing the nation’s leading insurance coverage attorneys.

Credit Information
  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Thursday, December 3, 2026

  • schedule

    1:00 PM ET/10:00 AM PT

I. Indemnification and advancement framework

A. Statutory rights, governing documents, and contractual protections

II. Drafting bylaws and indemnification agreements

III. Understanding and managing advancement claims

IV. Exculpation, indemnification, and D&O insurance

V. Transactions and change in control

VI. Practitioner takeaways

The panel will review these and other key issues:

  • What indemnification and advancement rights are available under corporate law?
  • How can governing documents expand or limit those rights?
  • What provisions should counsel include in bylaws and separate indemnification agreements?
  • How do exculpation, indemnification, advancement, and D&O insurance differ and interact?