Fiduciary Responsibilities of Private Company Boards of Directors

About the Course:

What are the critical case laws that Directors of Boards of private companies must be aware of? What considerations must Directors take into account when confronting exits? Acquisitions? Down-Rounds? Insolvency?

In addition to answering these and many other questions, this session provides keen insight into considerations when confronted with Directorship opportunities as well as best practices to minimize risks of assuming Directorships.

The following are among the issues discussed:

  • Under which circumstances may individual directors delegate their Board duties or voting rights to proxies?
  • Which powers of the Board are typically delegated to committees?
  • How does the minimum number of directors vary by state?
  • What is the Revlon duty?
  • How often are staggered Boards used by privately held companies? What are the benefits and drawbacks of staggered Boards?
  • How extensive should the minutes of Board meetings be?
  • What are the quorum requirements for running Board meetings of private companies?
  • What must Board members do to ensure that they are maintaining their "Duty of Care"?
  • Where does the intersection of "Duty of Loyalty" and "Duty of Confidentiality" lie?
  • What are three situations where the "Duty of Loyalty" is tested?
  • How do "Safe Harbor" provisions affect the burden of proof in terms of Board members proving that their decisions were just and reasonable?
  • What must Directors representing investors always remember?
  • What must Directors know about the Business Judgment Rule?
  • Where the presumption of the Business Judgment Rule is rebutted, how can Directors prove the transaction was "entirely fair"?

Course Leader: Mark F. Radcliffe, Partner, DLA Piper

Mark F. Radcliffe concentrates in strategic intellectual property advice, private financing, corporate partnering, software licensing, Internet licensing, cloud computing and copyright and trademark.

Leading international legal publishers consistently rank Mr. Radcliffe among the top lawyers in his profession. The respected English publishers Chambers and Partners has repeatedly named him in Chambers USA: America's Leading Lawyers for Business and has described him as "outstanding" and "a leader in open source-related matters." It has also commented that Mr. Radcliffe "has a wealth of experience in the technology sector. Clients particularly value the proactive approach he takes to understanding their needs and the strategic advice that follows."

Legal 500 also recognizes him, stating: "His expertise in providing strategic IP advice, with particular specialism in open-source matters, has won him plaudits. Indeed, one client describes him as 'probably the best lawyer in his field.'"

Course Length: Approx. 1.0 hours


Purchase Now:

Need help purchasing this course? Please contact Neomi Barazani at 609-919-1895 ext. 100 or at