Vedder Price represents individual directors, officers, boards of directors and corporations in an array of matters related to directors and officers (D&O) liability—ranging from internal investigations to litigation to insurance to executive compensation. We also provide complementary services in the corporate governance arena.

You can expect responsive service, combined with extensive knowledge of current issues and trends in D&O liability and unmatched resources for representing officers, directors and boards in litigation.

Highly experienced and well-prepared liability defense. For directors and officers, liability can arise in the subtext of shareholder disputes, Securities and Exchange Commission (SEC) or regulatory investigations, or securities or bankruptcy litigation. Our experienced litigators stand ready to defend directors and officers from such claims.

Development of Best Practices. We can assist with developing policies and procedures necessary to uncover potential problems before they occur. Our attorneys work with boards to implement corporate oversight procedures and put into effect policies required by regulatory agencies.

Executive Compensation. Our attorneys are nationally recognized for their experience and skill in analyzing, negotiating and documenting employment agreements, compensation agreements and severance agreements for senior executives. We also have broad experience in change-in-control agreements and other officer protection programs, special retention programs, annual cash incentive plans, long-term cash incentive plans, equity-based incentive plans, deferred compensation arrangements, supplemental executive retirement plans, director compensation analysis and arrangements, and indemnification arrangements.

Learn more about our Executive Compensation and Employee Benefits services.

Class Action Securities. Our attorneys have experience representing directors and officers in class action cases brought under both federal and state securities laws, as well as in internal investigations of alleged securities violations and accounting irregularities. Our experience includes claims brought pursuant to various securities legislation, including matters involving secondary trading, fraud in connection with artificially inflated share values, undisclosed payments, conflicts of interest and securities fraud involving investments in derivatives.

Learn more about our Class Action Defense services.

Shareholder Derivative Litigation. Our attorneys regularly represent directors and officers in all aspects of securities litigation and related proceedings, including shareholder derivative actions and other “tag-along” cases that often accompany federal securities class actions. Our litigators rank among the most experienced in the nation in handling all aspects of these matters.

Our clients include numerous large- and medium-sized financial institutions and corporations across many industries.

Learn more about our capabilities:

Defense of D&O Litigation

Risk Management

Insurance Services and Audits

Government Enforcement and Special Investigations