"The point of 'defensive plan building' is to look ahead at risks like this and design the plan in such a way that this doesn't occur by accident, by insulating such senior officers from involvement that could drag them in as defendants. Multiply this by a thousand fold, concerning all of the other exposures that a plan can bring, and you have the idea of 'defensive plan building:' look ahead when building and operating a plan at your potential exposures, and avoid the ones you want to avoid."