Corporate Governance: Directors of Distress

This session will discuss the laws that govern business decisions by companies facing financial distress, particularly laws that regulate board decision-making before and after a chapter 11 filing. The panelists will begin with a foundational overview of the principles that Delaware corporate law uses to regulate business judgment outside of bankruptcy, followed by an in-depth analysis of the key legal cases that have shaped its application in distress. The panelists will present examples of how legal requirements intersect with governance challenges, especially in times of distress. Strategies for advising corporate clients — particularly directors and officers — on how to avoid becoming targets of litigation will be explored, including the role of independent board directors in mitigating risk.