Smith v. Van Gorkom set in motion a trend of increased exposure for directors and officers of American corporations....Directors and officers insurance may be either unavailable or unaffordable,...As a general rule, the best way to cope with the change in the business environment and the insurance crisis is to plan in advance for it. Through careful corporate structuring and planning, while remaining flexible, a small company can maximize their protection from liability. The factors to consider range from a careful drafting of the corporate articles and bylaws to the creation of captive insurance companies.
Richard A. Myers Jr.,
Where Have All the Directors Gone: Corporate Director and Officer Liability and Coping with the Insurance Crisis,
36 Clev. St. L. Rev.
available at http://engagedscholarship.csuohio.edu/clevstlrev/vol36/iss4/15