Indemnification and Ethics: “What, me worry?”

Kenneth Gorenberg

Barnes & Thornburg LLP

Cari Sheehan

IU Kelley School of Business

Cari Sheehan is an Assistant Clinical Professor of Business Law and Ethics with the IU Kelley School of Business – Indianapolis where she teaches courses in Business Law and Ethics. In addition, Ms. Sheehan teaches courses at the Robert H. McKinney School of Law – Indianapolis, including Torts and Appellate Practice and Procedure.

On-Demand: January 21, 2022

$195.00 2 hour CLE

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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

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 | IU Kelley School of Business

Ms. Sheehan graduated cum laude from the University of Southern Indiana with a B.A. in 2004, Ms. Sheehan then earned her J.D., magna cum laude, from the Indiana University Robert H. McKinney School of Law in 2007.

Ms. Sheehan is admitted to practice in Indiana and Illinois. She is also admitted to practice in the U.S. District Court for the Northern and Southern Districts of Indiana, U.S. District Courts for the Northern and Southern Districts of Illinois, U.S. District Court for the Eastern District of Michigan, U.S. Bankruptcy Courts for the Southern District of Indiana and Northern District of Illinois and the U.S. Court of Appeals for the Seventh Circuit.

Prior to joining the faculty at the IU Kelley School of Business – Indianapolis, Ms. Sheehan worked as a Professional Responsibility Attorney at Barnes & Thornburg, LLP in its Indianapolis office. Ms. Sheehan’s practice focused on various legal ethics and professional responsibility issues. In addition, Ms. Sheehan worked as an Adjunct Professor at Butler University in the Lacy School of Business. She taught courses in Business Ethics and Business Law.

In her early years of legal practice, Ms. Sheehan also practiced as a litigation attorney working on a wide variety of litigation matters, including Title IX litigation, employment discrimination, bullying and school litigation, complex torts, civil rights litigation, police misconduct, medical malpractice, personal injury, wrongful death claims and criminal issues. She has represented clients in state and federal courts in Indiana and Illinois.