Issue link: https://digital.shearman.com/i/1512772
Shearman & Sterling LLP 29 | Extension of Oversight Fiduciary Duties to Officers In 2023, Glass Lewis generally recommended against the adoption of officer exculpation and ISS generally recommended for the provision. • D&O Insurance Policies. Corporations should consider reviewing existing director and officer insurance policies to determine whether coverage is available for officer oversight claims. • Educational Sessions. Regularly scheduled educational sessions for officers can help assist officers in understanding their fiduciary duties and how the contours of these fiduciary duties are being developed, interpreted and applied in practice. Incorporating case studies, such as In re McDonald's Corp., can illustrate to officers the real-world impacts of a failure to fulfill their fiduciary duties. Utilizing advisors to assist in preparing these materials can also highlight areas of focus for different stakeholders to ensure that corporations are capturing a diverse and comprehensive range of perspectives as to what matters to whom and how officers can address these areas within their roles sufficiently.