NACD Board Leadership Conference NACD Chapter System

Director Liability: How to Serve on a Board Without Losing Sleep

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October 20, 2015
St. Louis Park, MN





We’ve all heard the warning: “If you are a director, chances are you will be named in a D&O (directors and owners) lawsuit sooner or later.” This frank discussion with currently active board members of public, private and nonprofit organizations will open your eyes to the liability issues you may face during or even after your term of service. We’ll begin with a presentation of the legal framework of a director’s position, which you need to know before joining and serving on a corporate board, including nonprofit corporations. Next the panelists will share the ways in which director liability has affected them, as well as their understanding of the liability associated with serving on boards. Among the issues they will address are the protections afforded to board members by law; what your D&O liability insurance policy covers and more importantly, what’s not covered; adopting a “trust but verify” stance regarding company information; and when to ask, “Sure, it’s legal, but is it ethical?” Finally the panelists will discuss the director’s personal responsibility to uphold the oversight duties of the board by paying close attention to the culture, controls and operational procedures of the organization. You will leave this session with critical insights into the legal liabilities facing boards of directors today, so you can serve on a board and still sleep soundly at night.


Panelists: John H Stout, Christine Fruechte and Darrell Tukua

Moderator: Esperanza Guerrero-Anderson

Location and Time


Metropolitan Ballroom
5418 Wayzata Blvd.
St. Louis Park, MN 55416

Registration: 7:00 AM

Breakfast: 7:15 AM

Program/Q&A: 8:00 - 10:00 AM

Speaker Spotlight

Esperanza Guerrero-Anderson

Esperanza Guerrero-Anderson

Esperanza Guerrero-Anderson is the founder and president of GUERRERO-ANDERSON, Inc., a management consulting firm that specializes in creating exceptional boards for privately held companies. Previously she was CEO of Milestone Growth Fund, a Minnesota-based venture capital fund of which she is the founder. During her 16 years at Milestone, she represented the fund on the board of directors of many of its portfolio companies and assisted in establishing boards of directors for several of those companies. Ms. Guerrero-Anderson has more than 25 years of experience in corporate governance and in service to nonprofit organizations. She has developed a proprietary method of creating, recruiting and leading boards that produce exceptional results for fast-growing privately held companies. Currently she serves on the boards of Great Lakes Educational Loan Services Inc., NorthStar Educational Services, Inc. and the Minnesota Chapter of the National Association of Corporate Directors. She also has served on the boards of Leeann Chin Inc., National City Bancorporation, Reell Manufacturing Precision Co., Center of the American Experiment, Guthrie Theater, Walker Art Center, Bush Foundation and many other successful organizations. Ms. Guerrero-Anderson is a nationally recognized corporate executive and business leader, and the recipient of numerous awards. She is a frequent speaker for associations and universities throughout the U.S. and is an adjunct instructor of Business Ethics and Organizational Governance in the Executive MBA Program at the University of St. Thomas. Ms. Guerrero-Anderson’s extensive education credentials include Yale University’s Executive Management Program; a master’s degree in Management Information Systems from the University of Minnesota; completion of the Leadership in Public Policy Program at the University of Minnesota’s Hubert H. Humphrey Institute of Public Affairs; and a degree in business administration from the Universidad Centroamericana in Managua, Nicaragua.

John Stout

John Stout

John Stout teaches courses in governance in the Business and Law Schools at the University of St. Thomas in Minneapolis, and frequently writes and speaks on corporate governance matters domestically and internationally. In August 2011 he was appointed to serve a three-year term as Chair of the Corporate Governance Committee of the American Bar Association’s Business Law Section. In April 2014, he was appointed to the Governing Council of the American Bar Association’s Business Law Section, and the Council’s Planning Committee, and in May 2014 he agreed to serve as a Vice Chair of the Business Law Section’s Task Force on Corporate Social Responsibility (focusing primarily on business sustainability matters). John practices in business organization, finance and governance at Fredrikson & Byron P.A., a Minneapolis-based law firm with offices in Iowa, North Dakota, Monterey, Mexico and Shanghai, China. He advises executives, boards, board committees, and individual directors and officers of for-profit and nonprofit organizations on domestic and international governance, risk assessment, indemnification and insurance, legal compliance, internal investigations, board and director evaluations, and the legal implications of business strategies and decisions. John chairs Fredrikson’s Corporate Governance Group and co-chairs the firm's Business Sustainability and Media & Entertainment Groups. He is also a member of Fredrikson’s Securities, Mergers & Acquisitions and International Groups. He has served as an expert witness on governance practices in five litigation matters. John serves as a director of several nonprofit and for-profit corporations, including a large, family-owned business headquartered in Minnesota. He is a past member of the Board of Directors and Executive Committee of the Center for International Private Enterprise, Washington, D.C.

Darrell Tukua

Darrell Tukua

Darrell serves on the boards of directors and various board committees for three corporations and several not-for-profit organizations. Corporate boards include Capella Education Company, Constellation, Inc. and Gate City Bank. Darrell also serves on the boards of not-for-profit organizations including Allina Health System and Ecumen. He previously served on the boards of numerous not-for-profits including, among others, Catholic Charities of St. Paul and Minneapolis (Board Chair), Twin Cities Habitat for Humanity and Washburn Center for Children. He is a retired partner of KPMG LLP, a global provider of audit, tax and advisory services, where he served as a lead audit partner, SEC Reviewing Partner and Professional Practice Partner. Darrell was recognized with the Outstanding Director award in 2009 by Twin Cities Business. Darrell is a NACD Board Leadership Fellow.

Christine Fruechte

Christine Fruechte

Christine Fruechte is CEO of Colle+McVoy, an inventive, full-service advertising agency that excels at modernizing brands. She is nationally recognized for transforming the agency, helping it achieve record growth and industry distinction, while consistently being named a best place to work by Outside magazine, Advertising Age and the Star Tribune. Under Christine’s leadership, Colle+McVoy has experienced ten consecutive years of growth and driven business for diverse client partners that include Caribou Coffee, CHS, DuPont, Explore Minnesota Tourism, General Mills, Land O’Lakes, Nestlé Purina, Target and USA Swimming, among others. Christine is responsible for inspiring and leading 240 professionals and managing more than $290 million in annualized capitalized billings. She is a frequent presenter to her clients’ board of directors, industry governing bodies and national media. Christine has been active in several nonprofit, professional and private organizations. She currently serves as board chair for The BrandLab, sits on the national board of directors for the American Association of Advertising Agencies, is on the advisory board for Tastefully Simple, and serves on the board of directors for DecoPac.

Thank you to our event sponsors:


Magis Ventures



Question about this Event?

Contact Minnesota Chapter Administrator, Judy Ferril at 952-378-5171 email: