Indemnification and Ethics: “What, Me Worry?”

Kenneth Gorenberg
Kenneth Gorenberg
Barnes & Thornburg LLP

Kenneth Gorenberg is a Partner in the Litigation Department of Barnes & Thornburg LLP. In his insurance recovery practice, he represents policyholders in a wide variety of business insurance claims, including under CGL, D&O, E&O, and first-party property policies.

Cari Sheehan
Cari Sheehan
Barnes & Thornburg LLP

Cari Sheehan serves as a Professional Responsibility Counsel at Barnes & Thornburg, LLP. She focuses her practice on legal ethics, professional accountability, and loss prevention.

Live Video-Broadcast: January 21, 2022

Indemnification and Ethics: “What, Me Worry?”
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Program Summary

A contractual indemnification provision should not be considered mere boilerplate. This risk allocation provision can be as important as price and other deal terms. This program will help in-house and outside counsel understand more clearly how indemnification allocates the risk of things going wrong. With that perspective, attorneys will be in a better position to draft and negotiate provisions that align with their client’s business objectives, are clear to the parties, and will be enforced by the courts.

This seminar will further analyze the ethical implications that indemnity clauses you as counsel, your company, and potentially third parties. For example, who is liable if a person sues you as in-house counsel and/or your company – the company, you, a third party, or a combination? What are the respective ethical duties of counsel for the indemnitor, the indemnitee, and an attorney defending a third-party claim against the indemnitee?

This course is co-sponsored with myLawCLE.

Key topics to be discussed:

I. Contractual Indemnification Provisions

  • Third-Party vs. First-Party Claims
  • Defend vs. Indemnify vs. Hold Harmless
  • Anti-Indemnification Laws
  • What Conduct Triggers an Indemnity?
  • Recoverability of Attorneys’ Fees for Enforcement

II. Ethical Considerations

  • Best Ethical Use Scenarios
  • Identifying the client
  • Scope of Indemnification
  • Pertinent Conflict of Interest Scenarios
  • Settlement Agreement Indemnification Clauses
  • Other Ethical Considerations

Date / Time: January 21, 2022

  • 12:00 pm – 2:10 pm Eastern
  • 11:00 am – 1:10 pm Central
  • 10:00 am – 12:10 pm Mountain
  • 9:00 am – 11:10 am Pacific

Choose a format:

Live Video Broadcast/Re-Broadcast: Watch Program "live" in real-time, must sign-in and watch program on date and time set above. May ask questions during presentation via chat box. Qualifies for "live" CLE credit.

On-Demand Video: Access CLE 24/7 via on-demand library and watch program anytime. Qualifies for self-study CLE credit. On-demand versions are made available 5 business days after the original recording date and are viewable for up to one year.

Closed-captioning available

Speakers

Kenneth Gorenberg_Barnes & Thornburg LLP_myLawCLEKenneth Gorenberg | Barnes & Thornburg LLP

Kenneth Gorenberg is a Partner in the Litigation Department of Barnes & Thornburg LLP. In his insurance recovery practice, he represents policyholders in a wide variety of business insurance claims, including under CGL, D&O, E&O, and first-party property policies. Ken also works in the trenches of product liability, professional liability, and commercial litigation. He has won trials, arbitrations and appeals in dozens of jurisdictions across the country. Still, Ken considers litigation only one of many ways to solve problems, and he is particularly adept at developing multiple possible exit strategies that a client may pursue. Clients and colleagues also tap Ken’s unique perspective in transactional matters. He often negotiates, drafts, or reviews risk allocation provisions in contracts, including indemnification, insurance, and limitation of liability. He has drafted special contracts and manuscript endorsements to insurance policies to effectuate parties’ risk allocation preferences. He also participates in due diligence on insurance coverage and product liability issues in corporate mergers and acquisitions.

 

Cari Sheehan | Barnes & Thornburg LLP

Cari Sheehan serves as a Professional Responsibility Counsel at Barnes & Thornburg, LLP. She focuses her practice on legal ethics, professional accountability, and loss prevention. Cari is dedicated to guiding attorneys through the challenges they face when managing and growing their legal practices. She is a problem solver and consensus builder for all types of ethical situations. Cari regularly drafts and reviews conflict waivers, engagement letters, outside counsel guidelines and other documents to ensure ethical compliance. Cari counsels attorneys on bar admission, licensure and continuing legal education. She is a frequent seminar speaker on legal ethics for the National Business Institute (NBI) and the Indiana State Bar Association. In addition, Cari teaches legal and ethical courses at Butler University and IU Robert H. McKinney School of Law. Regardless of the audience or challenge at hand, Cari performs her duties with tact in handling complicated issues, trustworthiness, sensitivity in stressful situations and honed skill in resolving ethical situations.

Agenda

I- Contractual Indemnification Provisions | 12:00pm – 1:00pm

Break | 1:00pm – 1:10pm

II- Ethical Considerations | 1:10pm – 2:00pm
III- Q&A | 2:00pm – 2:10pm