How the DOJ Yates Memo Impacts Board Member Liability

Episode Summary

Americans should never believe, even incorrectly, that one’s criminal activity will go unpunished simply because it was committed on behalf of a corporation.
— Sally Yates, Deputy Attorney General

This was the main idea conveyed by Sally Yates (Deputy Attorney General) in the Department of Justice’s September 2015 guidelines, which strive to establish a new level of accountability for corporate directors within DOJ prosecutions. Simply referred to as the “Yates Memo,” the new guidelines updated the DOJ investigation policy, which now requires corporations to disclose the names of individuals responsible for corporate misconduct. How does this update by the DOJ impact board members’ personal liability?

Implications of the Yates Memo

When reviewing board members’ personal liability, we often focus on what needs to be reviewed with respect to the D&O insurance or the due process of important decisions. Rarely do we discuss what happens after a suit is filed and corporate directors are identified.

In this episode, Damian Brew of Marsh USA, Inc. walks boards of directors through what they need to know regarding the DOJ’s pronouncement of individual accountability:

  • How has the DOJ supported the Yates Memo with their actions?
  • How has the personal liability of board members been affected?
  • What’s the board’s role in preventing a DOJ investigation?
  • What other trends do board members need to be aware of regarding personal liability?

The filming of this episode of Inside America’s Boardrooms was made possible by our Knowledge Partners.