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Director's and Officer's Liability

Protecting Directors and Managers through Indemnification

Indemnification occurs when one party defends another from claims or pays claims on their behalf. Community associations must indemnify their agents (directors, officers and managers) otherwise, no one would volunteer or work for the community association. The easiest and most common way an association provides indemnification is with good insurance. But insurance doesn't cover all claims, and it's important to understand its limitations.

Directors and Officers Liability Insurance

Directors and Officers (“D&O”) insurance is one of the most effective ways an association can protect its volunteers, and with proper policy language, its manager. But, coverage is not a given. There are special time periods for submitting claims and failing to comply can jeopardize coverage. Also, some new insurance policies exclude the manager or claims that come up regularly, like claims based on noise or violation of some state or federal laws.

Director's and Officer's Liability Defense

BERDING|WEIL's community association attorneys have extensive experience in director's and officer's liability defense. Our director's and officer's litigation practice group specializes in handling the following types of disputes on behalf of community associations and directors and officers:

  • Breach of fiduciary duty claims against community associations and their directors and officers
  • Disputes arising from corporate governance and decision-making
  • Challenges to elections and votes undertaken by a community association
  • Disputes concerning decisions regarding architectural issues and restrictions
  • Disputes arising from alleged failure to enforce covenants, conditions, and restrictions
  • Personal injury and property damage claims arising from alleged negligence in maintaining common areas
  • Challenges to amendments of governing documents
  • Challenges to fiscal management decisions

The overriding objective of our director's and officer's litigation practice group is to provide timely professional services in an efficient manner, utilizing alternative dispute resolution procedures where appropriate. Our experienced attorneys focus on the client's objectives and the potential exposure faced by our client to ensure that fees relate favorably to the outcome of the litigation.

Alternative dispute resolution is an active part of our practice and will include mediation and arbitration. Motion work and litigation of discovery disputes are undertaken only when litigation of issues is essential to advance or strengthen our client's litigation position or settlement leverage. Professional fees will fall within the range established by directors' and officers' insurers for hourly engaged litigation. Efficiencies will be obtained by using the wide breadth and unique depth of our Firm's extensive expertise in community association law.

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