TroyGould Attorneys
Publications & Resources

Advising and Defending Corporate Directors and Officers

California Continuing Education of the Bar


Table of Contents

1  Basic Principles
2  Practical Aspects of Becoming a Director and Avoiding Liability
3  Duty of Care and Business Judgment Rule
4  Duty of Loyalty
5  Committees of Board of Directors
5A  Audit Committee Functions and Responsibilities
6  Distributions to Shareholders
7  Liability Under Federal and State Securities Laws
8  Derivative Suits and Securities Litigation
9  Directors' Duties in Takeovers and Mergers
10  Bankruptcy, Receivership and Dissolution
11  Indemnification and Exculpation
12  Directors' and Officers' Liability Insurance
13  Director Compensation
14  The Sarbanes-Oxley Act of 2002
15  Corporate Governance for Private Companies
16  Advising Corporate Officers and Employees in a

 Criminal Investigation

Appendices
A  Form: Indemnification Provisions in Articles and Bylaws
B  Form: Sample Indemnification Agreement
C  Form: Sample Directors' and Officers' Liability Insurance Policy
D  Form: Sample Statement of Policy on Securities Trading 
E  Form: Sample Memorandum to Public Company Client
F  Ten Commandments of Takeovers
G  Table: Comparison of California and Delaware Law
H  Table: California and Delaware Statutes of Limitations
I  Table: Miscellaneous Statutory Liabilities
J  Form: Secretary's Certificate Concerning Board

 Resolution for Bankruptcy Filing

©1998 by The Regents of the University of California (updated October 2007)