This course provides an overview of the procedural mechanics of a shareholder derivative claim including the nature of a derivative claim, the posture of the named parties, determining applicable law, the demand requirement, demand futility, the role of the internal investigation and special litigation committees. The course also touches upon the various sources of coverage for a director or an officer who is targeted by such a claim including D&O insurance, statutory indemnification requirements and also the corporations charter documents including the articles and bylaws. Indemnification Agreements can also provide an additional layer of protection for the director and officer which can help corporations attract top talent. Some of the issues that can be addressed in such Indemnification Agreements will also be covered.