News & Analysis as of

D&O Insurance Board of Directors Corporate Governance

Woodruff Sawyer

Derivative Suit Exposure: More Art Than Science

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Derivative suits are a topic of discussion that continues to challenge directors, officers, and insurers alike. The issue is particularly fraught for individual directors and officers because Delaware-incorporated companies...more

Woodruff Sawyer

The End of an Empire? Companies Are Getting More (Dela)Wary

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In the brilliant long-form podcast Fall of Civilizations, author Paul Cooper gives listeners a sense of how average citizens living in Tenochtitlan, Angkor Wat, Rome, and Constantinople may have felt as once-mighty empires...more

Troutman Pepper Locke

2024 D&O and Professional Liability Year in Review

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The past year once again saw a breadth of court decisions addressing a wide variety of directors and officers and professional liability insurance coverage issues. At various levels, state and federal courts across the...more

McCarter & English, LLP

Delaware Court Holds Settlement of Underlying Securities Litigation Is Covered Under D&O Policy, Rejecting Insurers’ Assertion of...

A Delaware court recently found for the policyholders in determining that a directors and officers (D&O) liability policy covered the settlement of an underlying action alleging violations of the Securities Exchange Act of...more

Goodwin

What to Do When Faced With a Potential Claim Under Your D&O Insurance Policy

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Making a claim under your directors and officers (D&O) insurance policy should be straightforward, right? Not quite. We suggest you consider the following approaches to help you navigate the claim process and maximize the...more

Tonkon Torp LLP

Optimizing the Value of a GP Advisory Board for Private Equity Funds

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Launching a private equity fund is an exciting yet daunting endeavor; and a General Partner (GP) Advisory Board can be a critical asset in navigating the complexities. Thoughtfully designing and engaging a GP Advisory Board...more

Woodruff Sawyer

Balancing Profit and Purpose: The Rise of Public Benefit Corporations and Their D&O Risks

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The organization known as B Lab certifies B Corporations. To obtain this certification, companies have to meet strict social and environmental standards, including annual reporting. This certification signals to consumers...more

Latham & Watkins LLP

Recent Developments for Directors - November 2024

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SEC Penalizes Director for Misleading D&O Questionnaire Response - The SEC recently brought an enforcement action against a director for causing violations of the proxy rules by failing to disclose a close personal...more

Conyers

Directors in the Firing Line

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While those running companies may be aware of the numerous management and accounting breaches that can give rise to civil liability, there is generally less recognition of the possibility that breaches can also give rise to...more

Woodruff Sawyer

Your Roadmap for Board Education in 2024

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Effective board members know that staying current is key to upholding their responsibilities to their shareholders. The good news is there are numerous educational opportunities for directors offered in a variety of settings:...more

Foley Hoag LLP

The SVB Bankruptcy Decision and Its Lessons for D&O Insurance Programs

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Directors and Officers (D&O) policies are intended first and foremost to protect a company’s individual directors and officers from significant claims which may be asserted against those individuals in their capacities as...more

Cadwalader, Wickersham & Taft LLP

Report Discusses Potential Impact of ESG Claims on Directors and Officers Insurance

In its 2023 report on trends in directors & officers (D&O) liability insurance policies, Allianz Global Corporate & Specialty highlighted risks associated with evolving ESG regulation and the increasing pace of climate change...more

Orrick, Herrington & Sutcliffe LLP

Top Tips on Complying with Directors’ Duties Under English Law

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our...more

Woodruff Sawyer

Your Roadmap for Board Education in 2023

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Directors are used to navigating the challenges of business. However, the past few years have proven to be even more demanding than usual, and for many reasons—the pandemic; war in Europe; environmental, social, and corporate...more

Woodruff Sawyer

SolarWinds’ Cyberbreach: Another Caremark Claim Dismissed

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The law doesn’t demand that you get things right, only that you tried; the recent dismissal of a derivative lawsuit against SolarWinds Corporation illustrates this perfectly. The cyber catastrophe that was SolarWinds in 2020...more

Woodruff Sawyer

Personal Liability Protection: A Simple Guide for Directors and Officers

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As a director or officer of a public or private company, you need to have strong protections in place to reduce your exposure to personal liability, as well as appropriately respond in case you become subject to an...more

Woodruff Sawyer

New Director Onboarding: A Roadmap for Boards

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Public company boards face an ever-increasing list of topics that fall under their oversight responsibilities. As the list gets longer, so too does the breadth of skills and backgrounds that boards view as important when...more

Woodruff Sawyer

New Protection for Corporate Officers: Delaware Exculpation

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It’s a banner year for Delaware corporations when it comes to protecting their directors and officers. Earlier this year, the Delaware legislature took steps that will allow captives to become a more viable alternative to...more

Woodruff Sawyer

Corporate Dissolutions: D&O Protection Considerations

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Many companies rely on capital raises to grow their business and bring products and services to market—but there are times that economic and financial market conditions make it difficult for companies to secure needed...more

Woodruff Sawyer

D&O Insurance for Foreign IPOs and Direct Listings

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Becoming a public company is a big undertaking for any private company; there is added complexity for foreign filers, which is to say private issuers incorporated under the laws of a country other than the United States. One...more

Jenner & Block

First Chinese Special Representative Securities Action Spikes Demand for D&O Insurance, but Coverage Availability Remains Unclear

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Purchasing directors and officers insurance (D&O insurance) is a standard practice for public companies in the United States. D&O insurance is often critical to recruiting and retaining quality directors and officers for...more

Woodruff Sawyer

Looking Ahead: Expert Insights into the 2022 D&O Market

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As predicted in last year’s Looking Ahead, D&O insurance rates continued to rise in 2021. However, there are early signs that the market is in transition and that some relief may be on the way. As documented in this year’s...more

Woodruff Sawyer

20 Questions: Getting to Know a Board Before You Join

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When you join the board of a public company, you are making a long-term commitment that carries with it the risk of tarnishing your professional reputation if things go seriously wrong. You might also have to endure the...more

Orrick, Herrington & Sutcliffe LLP

Top D&O Insurance Considerations for SPACs and SPAC Targets

Litigation stemming from the meteoric rise of Special Purpose Acquisition Company (SPAC) transactions means Directors and Officers (D&O) insurance coverage requires heighted attention. Unlike a traditional IPO, where the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insurance Considerations for Directors and Officers of Delaware Entities

As directors and officers (Ds&Os) face exposure to potential personal liability claims, they should consider the principal protections available to them. Part one of this two-part series provided a “nuts and bolts” overview...more

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