Representation of Individual Directors & Officers

Farella Braun + Martel offers a multi-disciplinary team to our clients who serve as officers and directors of public and private companies, or on special committees of those companies.   We advise individual directors and officers on their fiduciary duties, compensation and benefits issues, D&O insurance, investigations and litigation, asset protection and preservation.

Corporate Governance

We regularly advise individual directors and officers in situations where a divergence may exist between the company and an individual director or officer, including:

  • contested relationships between the board of directors, shareholders, management and other corporate constituencies
  • evaluating conflicts of interest and corporate opportunity issues
  • board, executive and committee performance

Compensation and Benefits

Our corporate executive clients rely on our expertise in negotiating their employment and severance arrangements.   Our expertise includes addressing change of control arrangements and golden parachute excise tax issues under Section 280G of the Internal Revenue Code.

Director & Officer Insurance

Farella Braun + Martel regularly advises Fortune 500 companies concerning the purchase of D&O coverage, including advising companies and outside directors about the scope of key coverages and exclusions, severability issues, and the purchase of "Side A" or "IDL" coverage for protection of outside board members and other directors and officers.  We work closely with our Insurance Coverage Group to help our clients resolve disputes, either by negotiation or litigation, that arise over claims made against these policies.

We represent companies in a variety of industries, including technology, as well as directors in complex negotiations involving securities class actions and derivative actions, rescission claims by insurers, corporate insolvency issues, allocation disputes and the application of fraud exclusions.

Investigations and Civil/Criminal Litigation

We have extensive experience in helping directors and officers deal with inquiries, investigations and enforcement proceedings, as well as assisting in investigations of potential accounting irregularities, whistle blower claims and management misconduct.

Asset Protection & Preservation

We have extensive experience in planning to protect individual and family wealth from third parties and excess state and federal taxation, including the formation of Delaware trusts, family limited partnerships, and other entities relating to the ownership and preservation of wealth.