Vedder is an international business-focused law firm serving sophisticated clients of all sizes and industries from offices across the U.S. and in the UK and Asia.

A Business Focused Law Firm With a Global Reach | Vedder

Vedder represents individual directors, officers, boards, and corporations in matters involving D&amp;O liability, spanning internal investigations, litigation, insurance, executive compensation, and related governance concerns. The team is regularly called on to advise leadership in situations that demand discretion, sound judgment, and a clear understanding of how legal risk intersects with business and reputational considerations.

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Clients benefit from responsive engagement and a steady command of the evolving D&amp;O landscape. The practice draws on deep litigation experience and firmwide resources to defend directors and officers effectively while helping boards navigate governance challenges with confidence and clarity.

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Prepared defense and practical risk management

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Liability exposure for directors and officers often emerges alongside shareholder disputes, regulatory inquiries, and securities or bankruptcy proceedings. The team provides steady, well-prepared defense in these matters, including investigations by the U.S. Securities and Exchange Commission and other authorities. The focus is on early assessment, disciplined strategy, and clear guidance that protects leadership while keeping business priorities in view.

In addition to responding to claims, the team works proactively with boards and management to strengthen governance frameworks. This includes developing and refining policies and oversight procedures designed to identify potential issues early and meet regulatory expectations. The approach is practical and tailored, helping organizations reduce risk without creating unnecessary process or distraction.

Executive compensation and leadership protections

The practice also advises on executive compensation and related protection arrangements for senior leadership. This work includes negotiating and documenting employment, compensation, severance, and change-in-control agreements, as well as incentive programs, deferred compensation, retirement arrangements, director compensation structures, and indemnification provisions. These efforts are closely aligned with governance considerations and risk management goals, ensuring compensation programs support both leadership retention and sound corporate oversight.

Learn more about our <a href="/capabilities/executive-compensation-and-employee-benefits-client-services/" type="poa_practice" id="1802">Executive Compensation</a> and <a href="/capabilities/executive-compensation-and-employee-benefits-client-services/" type="poa_practice" id="1802">Employee Benefits</a> services.

Securities class actions and related investigations

The team represents directors and officers in securities class actions brought under federal and state law, as well as in internal investigations involving alleged securities violations and accounting concerns. These matters often arise in connection with secondary market trading, valuation and disclosure issues, conflicts of interest, undisclosed payments, and claims involving complex financial instruments and derivatives. The approach is measured and strategic, with an emphasis on understanding the regulatory and market context, managing exposure, and guiding leadership through matters that carry significant legal and reputational risk.

Learn more about our Class Action Defense services.

The team regularly represents directors and officers in shareholder derivative actions and related proceedings, including matters that arise alongside federal securities class actions and other parallel claims. These cases often involve closely scrutinized governance decisions and require careful coordination across forums. The approach is deliberate and well-prepared, focused on managing risk, protecting leadership, and advancing resolutions that align with the company’s broader objectives.

Clients include large and mid-sized financial institutions and corporations across a wide range of industries that value steady guidance, discretion, and practical judgment in high-stakes governance disputes.

Defense of D&amp;O Litigation

Vedder represents corporate directors in a wide range of D&amp;O matters, including securities class actions, shareholder derivative suits, fiduciary duty claims under state law, ERISA-related disputes, actions brought by governmental and self-regulatory authorities, and claims arising in connection with corporate restructurings and bankruptcies. These matters often involve heightened scrutiny and parallel proceedings, requiring careful coordination and steady judgment. Drawing on substantial depth and firmwide resources, the team works to resolve disputes efficiently while managing public exposure, limiting disruption to business operations, and allowing directors and senior leadership to remain focused on the organization’s strategic priorities.

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Risk Management

Vedder regularly advises corporate boards in situations that carry heightened litigation and enforcement risk. These include periods of financial distress or insolvency, significant asset sales or other transformative transactions, investigations by governmental authorities such as the U.S. Securities and Exchange Commission, allegations of commercial bribery, and matters involving related-party transactions. Drawing on broad experience across disputes, investigations, and governance, the team assists boards in investigating potential claims, navigating complex legal and regulatory issues, and engaging effectively with enforcement agencies, all while keeping business continuity and fiduciary obligations in focus.

Insurance Services and Audits

Vedder advises corporations, officers, and directors on protecting leadership interests when disputes or crises arise. In matters such as derivative litigation or corporate insolvency, D&amp;O insurance coverage is often a critical resource and may be the primary source available to fund defense costs or potential resolutions. Understanding the scope and limits of that coverage is essential at moments when exposure and scrutiny are highest.

The team provides timely, practical guidance on reviewing existing D&amp;O programs and proposed policies to assess whether coverage terms and limits align with the company’s risk profile and governance structure. This work includes identifying gaps, evaluating coverage triggers, and addressing allocation and priority-of-payments issues that can arise in contested matters. Drawing on substantial experience with D&amp;O insurance, the team also engages directly with carriers when needed, helping clients navigate negotiations and coverage discussions with clarity and confidence.

Government Enforcement and Special Investigations

Vedder advises companies, boards, committees, and senior executives facing governmental and regulatory scrutiny, internal investigations, and related civil or criminal proceedings. These matters often carry significant financial, operational, and reputational consequences, requiring swift action and careful judgment. The team mobilizes quickly to assess potential exposure, identify key issues, and develop a clear, well-considered strategy grounded in both legal and business realities.

The practice is informed by prior experience on the government and industry side, including former attorneys with the U.S. Securities and Exchange Commission, former prosecutors from the U.S. Department of Justice, former senior personnel from self-regulatory organizations, and former leaders within financial services companies. This background provides insight into how investigations unfold and how enforcement decisions are made.

A core strength of the team is its ability to engage constructively with regulators and enforcement authorities to address concerns before they escalate. When resolution is not possible, the team is prepared to defend enforcement actions, prosecutions, and related litigation with focus and resolve. Boards and board committees also rely on the group to conduct internal investigations arising from regulatory inquiries, whistleblower reports, or auditor findings. In parallel, the team advises on compliance programs and remediation efforts designed to reduce risk, demonstrate good faith, and position clients to receive appropriate consideration from regulators and prosecutors.

Director & Officer Defense

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