Corporate Governance: How to Serve on Corporate Boards and the Legal Framework Surrounding D&O Insurance, Including Ethical Considerations (2026 Edition)

Darius Kandawalla | Bailey Cavalieri

Darius N. Kandawalla is a Member at Bailey Cavalieri and a nationally recognized coverage counsel with over 25 years of experience representing insurers in matters involving Directors and Officers liability policies, fiduciary and employment liability policies, and other professional liability policies. He is regularly engaged to represent insurers in complex, high-profile matters, including securities class actions, shareholder derivative litigation, M&A litigation, bankruptcy litigation, ERISA class actions, cybersecurity class actions, and regulatory investigations and proceedings — and has successfully litigated significant coverage actions throughout the country in both federal and state courts.

• Education & Credentials

Darius earned his J.D. with honors from The Ohio State University Moritz College of Law in 1996, where he was a member of the Law Journal and the ABA Moot Court Team. He received his B.A. cum laude from Bowling Green State University in 1993. He is admitted to the Ohio Bar and to the U.S. District Court for the Southern District of Ohio, as well as the U.S. Courts of Appeals for the Third, Fourth, Fifth, Sixth, Ninth, and Eleventh Circuits. He holds a Martindale-Hubbell AV peer rating, representing a very high preeminent legal ability and general ethical standard.

• Recognition & Leadership

Darius was named a Columbus CEO Top Lawyer in 2024. He is a long-standing member of Bailey Cavalieri’s Board of Directors and currently serves as Chair of the Board, as well as Co-Chair of the Firm’s D&O Practice Group.

• Professional Involvement

Darius is a member of the Professional Liability Underwriting Society, the Columbus Bar Association, and the Ohio Bar Association. He is a member of the United Way Tocqueville Society and volunteers as a grant reviewer for United Way of Central Ohio. He regularly coaches and advises moot court and mock trial teams, and has served as a Former Trustee of Opera Columbus and a Former Trustee of the Capital Regiment Drum & Bugle Corps.

• Experience

Darius has served as lead counsel in the successful defense of primary and excess D&O insurers in numerous significant cases across federal and state courts nationwide, including matters before the Fourth, Fifth, Sixth, and Ninth Circuits. His published work includes serving as Contributing Author and Chapter Editor of Liability of Corporate Officers and Directors (8th Ed., LexisNexis Matthew Bender Publishing, 2009) and annual supplements; Co-Author of Directors’ Liability and Indemnification – A Global Guide, First and Second Editions (Globe Business Publishing Ltd., 2007 & 2011); Author of the D&O Practice Area Module for Lexis Practice Advisor; Co-Author of Directors’ and Officers’ Liability Exposures (IRMI, 2019); and Co-Author of ERISA Stock-Drop Litigation Exposures. He is also a regular speaker on D&O liability and insurance issues.

Megan E. Nelson | Consilio LLC

Megan E. Nelson is a Talent Manager at Lawyers On Demand, a Consilio company, where she matches top-tier attorneys with corporations and law firms in need of flexible legal talent. She began her legal career in medical malpractice litigation before being recruited into the legal staffing industry in 2007. Since then, she has worked with a wide range of clients from prestigious law firms to cutting-edge technology companies and prominent government agencies helping legal professionals navigate their careers at every stage, from securing their first post-J.D. role to staffing interim General Counsel positions for organizations undergoing change.

• Education & Credentials

Megan earned her J.D. from Chicago-Kent College of Law and her B.S. from the University of Wyoming.

• Recognition & Leadership

Megan’s consistent ability to provide high-quality candidates and build long-lasting relationships with both clients and candidates reflects her dedication to understanding the needs of the broader legal market throughout her career in the legal staffing industry.

• Professional Involvement

Megan is engaged in the legal talent and staffing community through her work at Lawyers On Demand, a Consilio company, where she serves clients across law firms, technology companies, and government agencies.

• Experience

Prior to her current role, Megan served as Managing Director of the Interim Practice Group at Major, Lindsey & Africa and as Managing Director at Hire Counsel. She began her professional career practicing medical malpractice litigation before transitioning into legal talent placement in 2007.

Tatjana Stoljarova | Vanderbilt University

Tatjana Stoljarova is an attorney, board member, and Adjunct Professor at Vanderbilt University with over two decades of experience spanning private practice and in-house counsel roles for multinational companies across several continents. Her career has encompassed service on boards for both nonprofit and for-profit entities, participation on Ethics and Compliance and Risk Governance committees, and advising senior leadership on governance, compliance, and enterprise risk. Drawing on her extensive in-house counsel and cross-border transactional background, she coaches, speaks, and teaches on cross-border lawyering, the role of in-house counsel, and negotiations. She is currently affiliated with Lawyers On Demand, a Consilio company.

• Education & Credentials

Tatjana earned her J.D. from Vanderbilt University Law School and her B.A. from Saint Petersburg All-State University.

• Recognition & Leadership

Tatjana currently serves on the boards of the Centennial Park Conservancy and the Women’s National Book Association. She has also served as a Member of the Board of Directors of Velsicol Eesti AS.

• Professional Involvement

In addition to her board service, Tatjana teaches as an Adjunct Professor at Vanderbilt University and is active as a coach and speaker on topics including cross-border lawyering, the role of in-house counsel, and negotiations.

• Experience

Tatjana’s career includes serving as Associate General Counsel at Bridgestone Americas and as an Associate at Sonnenschein, Nath & Rosenthal (now Dentons) and at Jones Day.

SESSION 1 – D&O Insurance: Scope of Coverage | 1:00pm – 2:00pm

This segment examines how D&O policies work in practice, covering when claims are triggered, what constitutes a wrongful act, recurring coverage disputes, available policy enhancements, and the practical steps directors and counsel should take to preserve coverage and avoid inadvertent forfeiture.

Break | 2:00pm – 2:10pm

SESSION 2 – So You Want to Join a Board? A Guide for Lawyers Seeking Board Positions | 2:10pm – 3:10pm

This segment equips attorneys to evaluate board service from every angle, benefits, risks, fiduciary duties, DEI obligations, and the unique ethical considerations under ABA Model Rules 1.1, 1.7, and 1.13, with real-world hypotheticals and concrete guidance for attorneys navigating dual roles as both director and legal counsel.