Corporate Governance: How to Serve on Corporate Boards and the Legal Framework Surrounding D&O Insurance, Including Ethical Considerations (2026 Edition)
2 hour CLE
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Program Summary
Session I – D&O Insurance: Scope of Coverage – Darius Kandawalla
While broader D&O coverage may benefit board members in some circumstances, it could be a pitfall to coverage in others. Thus, it is important for board members and their counsel to understand when coverage has been triggered under their D&O policy and when they have a duty to report a claim to their insurer. All D&O policies are written on a claims-made (or claims-made-and-reported) basis, meaning that coverage is triggered as a threshold matter once a “claim” for a “wrongful act” has been made against an insured and reported to the insurer for coverage.
In this session, we will discuss the parameters of the definition of claim under the typical D&O policy, the contours of what constitutes a “wrongful act,” and an insured’s basic reporting requirements once a claim has been made. We will explore some common scenarios where the issue of what constitutes a claim is regularly in dispute and policy enhancements available in the D&O marketplace to address these potential coverage shortfalls. We will also outline some practical steps that D&Os and their counsel can take to avoid an inadvertent forfeiture of coverage.
Key topics to be discussed:
- D&O policies: General scope of coverage
- What constitutes a claim? What constitutes a wrongful act?
- Claim scenarios: Frequently recurring issues
- Policy enhancements and risks of broader coverage
- Reporting requirements and practical guidance
Session II – So You Want to Join a Board? A Guide for Lawyers Seeking Board Positions – Megan Nelson and Tatjana Stoljarova
In recent years, U.S. companies have been facing ever-increasing compliance and regulatory requirements, which has led many of them to see more value in having lawyers in their boardroom. At the same time, corporate Board of Director positions have become increasingly appealing to many attorneys for a number of reasons, so a lot of lawyers have started to see more of their colleagues and peers appointed to these high-paying roles. While there are a lot of benefits to serving on a Board of Directors, there are also some risks. In addition, for attorneys there are some unique ethical considerations that come into play. This session is designed for lawyers who are interested in exploring the possibility of seeking a board position but want to learn more before making a commitment.
Key topics to be discussed:
- What are the benefits of joining a board?
- What are the different types of boards?
- What responsibilities do board members assume?
- How can you best position yourself for a board appointment?
- What traits make board members successful?
- What are the risks of joining a board?
- What are some helpful tips for new board members?
- What fiduciary duties do board members assume?
- Three hypotheticals
- What special considerations apply to lawyers serving on boards?
- What should attorneys consider before taking on a dual role as both a board member and attorney for an organization?
- Why should board members always consider diversity, equity, and inclusion in connection with their board service?
- What can board members do to increase diversity of the boards on which they serve?
- How ABA Model Rules 1.1, 1.7, and 1.13 come into play when attorneys serve in Board of Directors positions?
- Key takeaways
This course is co-sponsored with myLawCLE.
Date / Time: March 26, 2026
- 1:00 pm – 3:10 pm Eastern
- 12:00 pm – 2:10 pm Central
- 11:00 am – 1:10 pm Mountain
- 10:00 am – 12:10 pm Pacific
Closed-captioning available
Speakers
Darius Kandawalla | Bailey Cavalieri
Darius Kandawalla is a nationally recognized insurance coverage attorney with more than 25 years of experience representing primary and excess insurers in complex, high‑stakes litigation. Darius serves as trusted coverage counsel on matters involving Directors and Officers liability, fiduciary liability, employment practices liability, and a wide range of professional liability policies.
He is regularly engaged to advise and defend insurers in some of the most challenging and high‑profile disputes in the country, including securities class actions, shareholder derivative suits, M&A litigation, ERISA class actions, bankruptcy proceedings, cybersecurity class actions, and regulatory investigations. Darius has successfully litigated significant coverage actions in federal and state courts nationwide, earning a reputation for strategic insight and exceptional advocacy.
Beyond his litigation practice, Darius is a contributing author and editor for leading treatises on corporate officer and director liability, and he frequently writes and speaks on D&O insurance and emerging trends in management liability.
Darius is the Chair of Bailey Cavalieri’s Board of Directors and co-chairs the Firm’s D&O Liability Practice Group.
Megan E. Nelson | Consilio LLC
Megan Nelson is a Talent Manager of Lawyers On Demand, a Consilio company. She matches top-tier attorneys with corporations and law firms in need of flexible legal talent.
Megan began her legal career in medical malpractice litigation before being recruited into the industry herself. Since 2007, Megan has worked with a wide range of clients, from prestigious law firms to cutting-edge technology companies and prominent government agencies. She has helped legal professionals navigate their careers at every stage, from securing their first post-JD role to staffing interim General Counsel positions for organizations undergoing change. Her dedication to understanding her clients’ needs and the broader legal market has allowed her to consistently provide high-quality candidates and build long-lasting relationships with both clients and candidates.
Megan enjoys running and has completed the Chicago Marathon twice. She and her husband are avid fans of State and National Parks.
Tatjana Stoljarova | Vanderbilt University
Tatjana Stoljarova is an attorney and board member with over two decades of experience on several continents in private practice and as in house counsel for multinational companies. Her work has included serving on boards for non-profit and for profit entities, Ethics and Compliance and Risk Governance committees, and advising senior leadership on governance, compliance, and enterprise risk. Leveraging her extensive in-house counsel and cross-border transactional experience, Tatjana coaches, speaks, and teaches as an adjunct professor on cross-border lawyering, the role of in-house counsel, and negotiations.
Tatjana is currently serving on the boards for Centennial Park Conservancy and Women’s National Book Association.
Agenda
Session I – D&O Insurance: Scope of Coverage | 1:00pm – 2:00pm
- D&O policies: General scope of coverage
- What constitutes a claim? What constitutes a wrongful act?
- Claim scenarios: Frequently recurring issues
- Policy enhancements and risks of broader coverage
- Reporting requirements and practical guidance
Break | 2:00pm – 2:10pm
Session II – So You Want to Join a Board? A Guide for Lawyers Seeking Board Positions | 2:10pm – 3:10pm
- What are the benefits of joining a board?
- What are the different types of boards?
- What responsibilities do board members assume?
- How can you best position yourself for a board appointment?
- What traits make board members successful?
- What are the risks of joining a board?
- What are some helpful tips for new board members?
- What fiduciary duties do board members assume?
- Three hypotheticals
- What special considerations apply to lawyers serving on boards?
- What should attorneys consider before taking on a dual role as both a board member and attorney for an organization?
- Why should board members always consider diversity, equity, and inclusion in connection with their board service?
- What can board members do to increase diversity of the boards on which they serve?
- How ABA Model Rules 1.1, 1.7, and 1.13 come into play when attorneys serve in Board of Directors positions?
- Key takeaways
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