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Bank Directors', Officers', and Lawyers' Civil Liabilities, Second Edition Bank Directors', Officers', and Lawyers' Civil Liabilities, Second Edition

Bank Directors', Officers', and Lawyers' Civil Liabilities, Second Edition

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Overview

Bank Directors', Officers', and Lawyers' Civil Liabilities, Second Edition is an essential resource for any attorney who is litigating or attempting to settle cases brought by the federal and state banking regulators against directors, officers, and legal counsel of financial institutions. It provides current analysis of the new law emerging from the courts, the Supreme Court's landmark decision in O'Melveny & Myers v. FDIC and the demise of the federal common law regarding failed financial institutions. Directors' and officers' liability insurance and bank fidelity bonds are also covered in detail. John K. Villa guides you through the complexities of litigating an action - and discusses ways to reduce the chances of litigation - with strategic recommendations for all key players. This authoritative treatise answers essential questions such as:

  • When is a bank director indemnified?
  • How is the statute of limitations applied?
  • What added responsibilities does a lawyer assume by becoming a bank director; does federal or state law control?
  • What are acceptable courses of conduct for the bank?
  • What must agencies prove before a court will enforce an administrative subpoena for financial data?
  • How does the Sarbanes-Oxley Act of 2002 affect those banks that constitute a public company?

Note: Online subscriptions are for three-month periods.

Pages 1968
Last Updated 05/14/2019
Update Frequency Annually
Product Line Wolters Kluwer Legal & Regulatory U.S.
ISBN 9781454801085
SKU 10046645-7777
Publish Frequency Annually
Product Line Wolters Kluwer Legal & Regulatory U.S.
SKU 000000000010071762
Table of Contents

Chapter 1 FIDUCIARY DUTIES OF DIRECTORS

  •  1.01 Introduction
  •  1.02 Common Law Breach of Fiduciary Duty
  •  1.03 Statutory Bases for Liability
  • Appendix 1
  • Appendix 1-2
  • Appendix 1-3
  • Appendix 1-4 Federal Home Loan Bank Board—Accountability of Directors and Officers; Policy Statement
  • Appendix 1-5 The Director's Guide: The Role and Responsibilities of a Savings Institution Director
  • Appendix 1-6 FDIC Policy Statement

 

Chapter 2 LIABILITIES OF BANK AND THRIFT COUNSEL

  •  2.01 Introduction
  • 2.02 Malpractice
  • 2.03 Aiding and Abetting Breach of Fiduciary Duty
  • 2.04 Fraud
  • 2.05 Attorney-Director
  • 2.06A Theories Based on Breaches of State Attorney Conduct Rules
  • 2.06B Liability Based on Breaches of the SEC's Reporting Requirements
  • 2.07 Actual and Constructive Knowledge
  • 2.08 Scope-of-Representation Issues
  • 2.09 Proximate Cause
  • 2.10 Affirmative Defenses
  • 2.11 Damages
  • Appendix 2-1 [Reserved.]
  • Appendix 2-2 Federal Deposit Insurance Corporation, 12 C.F.R.  Part 366 Minimum Standards of Integrity and  Fitness for an FDIC Contractor
  • Appendix 2-3 ABA Formal Opinion 98-410: Lawyer Serving as Director of Client Corporation

 

Chapter 3 ADMINISTRATIVE ENFORCEMENT

  •  3.01 Introduction and History
  • 3.02 Definitions
  • 3.03 Civil Money Penalties
  • 3.04 Cease and Desist Orders
  • 3.05 Removal and Prohibition/Suspension Orders
  • 3.06 Other Administrative Tools to Influence the Composition of the Board and Management
  • 3.07 Administrative Hearings
  • Appendix 3-1 [Reserved.]
  • Appendix 3-2 [Reserved.]
  • Appendix 3-3 [Reserved.]
  • Appendix 3-4 [Reserved.]
  • Appendix 3-5 [Reserved.]
  • Appendix 3-6 The Federal Reserve Board: Conduct of Administrative Hearings
  • Appendix 3-7 FDIC: Conduct of Administrative Hearings
  • Appendix 3-8 OCC: Conduct of Administrative Hearings
  • Appendix 3-9 Former OTS: Conduct of Administrative  Hearings [Recodified, Without Substantive  Change, at 12 C.F.R. Part 109 (Federal Savings Associations), and at 12 C.F.R. Part 308  (State Savings Associations)]
  • Appendix 3-10 NCUA: Conduct of Administrative Hearings
  • Appendix 3-11 Interagency Statement on Enforcement of Bank Secrecy Act/Anti-Money Laundering Requirements
  • Appendix 3-12 Report on Enforcement Actions and Professional Liability Claims

 

Chapter 4 DIRECTORS' AND OFFICERS' INSURANCE

  •  4.01 Introduction
  •  4.02 Directors' and Officers' Liability Insurance: A Definition
  •  4.03 D&O Insurance: Liability Versus Indemnity
  •  4.04 D&O Insurance Distinguished from Fidelity Bonds
  •  4.05 Typical Policies
  •  4.06 General Rules of Construction
  •  4.07 Coverage
  •  4.08 Standard Exclusions
  •  4.09 Recently Developed Exclusions
  •  4.10 Making a Claim
  •  4.11 Reservation of Rights
  •  4.12 Advancement of Attorneys' Fees and Costs of Litigation
  •  4.13 Cooperation
  •  4.14 Settlements
  •  4.15 Suits to Establish Coverage
  •  4.16 Rescission
  •  4.17 Cancellation
  •  4.18 Subrogation of Insurer
  •  4.19 Priority of FDIC to D&O Proceeds
  • Appendix 4-1 1991 CNA Directors and Officers Financial Institution Reimbursement Policy
  • Appendix 4-2 1988 National Union Fire Insurance Company of Pittsburgh, Pa. Directors and Officers Insurance and Company Reimbursement Policy
  • Appendix 4-3 1986 Aetna Designated Insured Persons and Company Reimbursement Policy
  • Appendix 4-4 1988 Lloyd's of London Directors and Officers and Company Reimbursement Indemnity Policy
  • Appendix 4-5 1992 Directors and Officers Liability and Company Reimbursement Policy
  • Appendix 4-6 1993 CNA Directors and Officers Liability Policy
  • Appendix 4-7 2000 AIG Executive and Organization Liability Insurance Policy
  • Appendix 4-8 1995 AIG Directors, Officers and Corporate Liability Insurance Policy
  • Appendix 4-9 2005 Chubb Financial Institution Portfolio: Executive Liability and Entity Securities Liability Coverage

 

Chapter 5 FIDELITY BOND CLAIMS

  •  5.01 Introduction
  •  5.02 Definition and Development of the Financial Institution Bond
  •  5.03 Overview of Standard Bond Form 24
  •  5.04 FIB Definitions
  •  5.05 Exclusions
  •  5.06 Who Is Insured: Changes in Control and Other Considerations
  •  5.07 Financial Considerations
  •  5.08 Causation
  •  5.09 Discovery
  •  5.10 Notice of Loss
  •  5.11 Cooperation
  •  5.12 Misrepresentation and Its Effects
  •  5.13 Termination and Cancellation
  •  5.14 Subrogation
  •  5.15 Coverage of Third-Party Claims
  •  5.16 Insuring Agreement (A): Dishonesty
  •  5.17 Other Coverages Provided Under Standard Form 24
  • Appendix 5-1 Financial Institution Bond
  • Appendix 5-1A Insuring Agreement: Progressive Insurance Company (Form No. TSB5018e, 01/04)
  • Appendix 5-1B Standard Form No. 24 (2011)
  • Appendix 5-2 From American Bankers' Association Monograph, Bank Insurance Survey (1988)
  • Appendix 5-3 Distribution of Countrywide Loss Experience; Data Summaries of Fidelity Classification Experience Twelve Years (1977–1988)
  • Appendix 5-4 Subject Index of Riders for Financial Institution Bond, Standard Form No. 24
  • Appendix 5-5 Rider
  • Appendix 5-6 Cause of Loss Experience Statement; Combined Coverage Blanket Fidelity Bonds; All Reporting Companies—Countrywide Calendar Year 1987
  • Appendix 5-7 Application for a Financial Institution Bond, Standard Form No. 24 for Commercial Banks, Savings Banks and Savings and Loan Associations

 

Chapter 6  INDEMNITY

  •  6.01 Overview
  •  6.02 History
  •  6.03 The Delaware Indemnification Statute
  •  6.04 Federal Regulatory Limitations on Indemnification for Financial Institutions
  • Appendix 6-1 Indemnification Statutes on a State-by-State Basis
  • Appendix 6-2 Current MBCA on Indemnification
  • Appendix 6-3 Text of Section 145 of Title 8 of the Delaware Code
  • Appendix 6-4 Indemnification of Institution-Affiliated Parties (national banks)
  • Appendix 6-5 OCC Investment Securities Letter No. 43, on the Advancement of Expenses [Superseded]
  • Appendix 6-6 New FDIC Statute on Indemnity That Came in 1990 Crime Control Act: 12 U.S.C.  1828(k)(5)–(6)
  • Appendix 6-7 Indemnification of Directors, Officers and Employees (federal savings associations)
  • Appendix 6-8 FDIC Regulations Governing Indemnification: 12 C.F.R. Part 359

Table of Cases

Index

 

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