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Think Strategically About Indemnification Provisions

November 18, 2015
Attorney At Law Magazine - Twin Cities Edition
Author: Cory D. Olson

A few years ago, I was a presenter at a leadership seminar for college students. During one of the sessions, a friend and co-presenter made the comment to the attendees that, “it’s a whole lot easier to sit in the back and take potshots than it is to stand up front and dodge bullets.” I’m not sure who my friend was plagiarizing when he said it (and apologies to him if he wrote it). But the line struck me as both perceptive and accurate, which is why I recall it after all these years.

I suspect the adage will resonate with many of your clients as well. Lawyers frequently represent, or at least advise, leaders of one form or another. Maybe it’s counseling a board of directors on a difficult acquisition. Or maybe it’s representing an executive being sued over a business deal turned sour. In any case, the client often needs the lawyer to help dodge potshots. And for every lawyer helping dodge, there’s usually another lawyer advising others on how to take better aim. While the corporate form and business-judgment rule provide some measure of protection, corporate leaders can nevertheless find themselves personally named in costly litigation – sometimes in cases brought by the company itself.  Read more.