To avoid personal exposure for any loss, not just losses under the FCPA, directors and officers will first seek indemnification from the corporation under any relevant corporate documents, such as the corporate charter or bylaws, or any employment agreements. If that fails, they will likely turn to directors and officers insurance coverage. Neither indemnity nor insurance, however, may be sufficient to protect a director or officer from personal exposure created by the FCPA.
June 24, 2010Nancy D. Adams and Alec J. Zadek