Directors & Officers Liability

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  • D&O Liability
  • Personal Liability of Corporate Directors & Officers

Legal Services

Directors and officers of corporations are often targets of lawsuits. Our Sonoma County law firm has successfully defended any number of corporate directors and officers, including those involved in various kinds of litigation.

Although corporations may have the power to indemnify their corporate officers by virtue of California Corporations Code §317 and following as well as in their corporate by-laws, under California law, corporate officers have been held personally liable for their own tortious conduct. See Francis T. v. Village Green (1986) 42 Cal.3d 490, 503; People v. Pacific Landmark, LLC v. (2005) 129 Cal.App.4th 1203, 1212-1216; and Bonfigli v. Strachan (2011) 192 Cal.App.4th 1302, 1317-1318, handled by appellate lawyer, Deirdre Taber Kingsbury. Directors may also be liable jointly and severally with the corporation for certain corporate actions dealing with certain distributions, loans and guarantees. (California Corporations Code §316).

For example, the O’Brien, Watters & Davis law firm has successfully defended the Board of Directors of and General Manager of the now-defunct Sebastopol Cooperative Creamery in a lawsuit brought by co-op’s members against them and the Bank of America NT&SA. When the insurance carrier for the Co-op refused to provide a defense, the firm was successful in getting seven different excess carriers to “drop down” and pay for the defense. This area of practice is headed by Michael G. Watters.