Directors & Officers Strategies for Turbulent Times

September 28, 2010Tort Trial & Insurance Practice Section

Self Insurers and Risk Managers Committee

PanelModerator: Daniel Spragg

Alvarez & Marsal Risk Management AdvisoryJerry Edmonds, Esq.

Williams Kastner & Gibbs, PLLCChris Mower

Aon Risk Services, Financial Services GroupMichael D. Price

Arch Insurance Group, Executive Assurance Division

Program ObjectivesIdentify 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 .

IntroductionFocus on Directors & Officers coverage in the

current environment.Transactions that highlight D&O focus and

exposure.M&ARestructuring \ BankruptcyIndependent DirectorsShareholder RevoltForeign Expansion

The ProcessWhen are D&O issues identified?Who drives the process in transactions?Communications between key players

LawyersBrokersConsultants \ CRO

Conflict of Interest Issues.

Key Concerns of StakeholdersD&Os (Past, Present, Future)M&A Buyers & Sellers

Structure of the Deal Impacts. How do Underwriters look at the deal?

Bankruptcy EstateTrusteeCreditors Court

Coverage and BankruptcyPre-Bankruptcy Coverage is KeyChange in Control TriggerInsured vs. Insured IssuesDeepening Insolvency & Other Unique

Exposures

Common Issues \ TacticsD&O Tail Coverage

ERP vs. TailTiming & PaymentBrokerage, Underwriting & CostDebtor in Possession Coverage

Notice of Circumstance

Common Issues \ TacticsIndemnification

Importance of wording, terms, jurisdictionFor D&Os of Acquired CompanyIn Bankruptcy

Side A

Q&AContact Info:

Dan Spragg: dspragg@alvarezandmarsal.com

Chris Mower: chris.mower@aon.comMike Price:

miprice@archinsurance.comJerry Edmonds:

jedmonds@williamskastner.com