News & Analysis as of

D&O Insurance Board of Directors Fiduciary Duty

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

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

Goodwin

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

Goodwin on

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

Woodruff Sawyer

Large Derivative Suit Settlements and Your Side A D&O Insurance

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Traditionally, this has been the main type of derivative suit that has resulted in large settlements. Merger and acquisition cases are common here. Examples of these types of suits include Paramount Global (CBS-Viacom merger)...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

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

A&O Shearman

Risks for directors in the spotlight: Climate litigation

A&O Shearman on

In this article we shine the spotlight on an emerging risk for directors - that of direct claims against them relating to acts or omissions addressing climate change. We briefly consider this fast developing area of...more

Woodruff Sawyer

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

Woodruff Sawyer on

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

Lowenstein Sandler LLP

When Chapter 11 Hits, D&O Claims Can Take the Unsecured Director Down

Lowenstein Sandler LLP on

Actions Against Directors, Officers Common After Chapter 11 Bulk-Asset Sales Leave Nothing to Recover- In the event of Chapter 11 Bankruptcy, creditors often look to recover funds by individually targeting directors or...more

Skadden, Arps, Slate, Meagher & Flom LLP

What Am I Getting Myself Into? Five Questions Prospective SPAC Directors Should Ask

With 247 special purpose acquisition companies (SPACs) going public in 2020 and another 298 in the first quarter of 2021, SPAC sponsors have knocked on many doors to find directors....more

Blank Rome LLP

Under Pressure to Diversify: Availability of D&O Coverage for Corporate Diversity Claims

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With the recent rise in novel diversity lawsuits, which have targeted some of the leading companies across the country, and are sure to be a hot topic of litigation this year and beyond, policyholders are highly encouraged to...more

Jones Day

Directors' Duties—A European Overview: Financial Distress and COVID-19

Jones Day on

A company or group's financial distress causes significant turmoil for its owners, directors, managers, employees and often its suppliers and other creditors. For directors in particular, there are significant...more

Orrick, Herrington & Sutcliffe LLP

Time to Review D&O Liability Protections in Distressed Private Companies

The COVID-19 pandemic is testing the oversight and management skills of directors and officers (“D&Os”) of all businesses, especially lean private companies....more

White & Case LLP

Lessons from the trenches: Tips from a leasing company’s chapter 11

White & Case LLP on

Fixed-wing leasing companies should consider six tips for navigating a possible restructuring precipitated by the COVID-19 crisis. About a year ago, I completed the most exhausting marathon of my life serving as the chief...more

Stinson LLP

The Director’s Dilemma: An Overview of Director Fiduciary Duties when Insolvency Looms

Stinson LLP on

Boards of directors across the U.S. are currently wrestling with existential threats arising from the COVID-19 pandemic. In addition to the logistical and productivity challenges that come with decentralizing entire...more

Akin Gump Strauss Hauer & Feld LLP

Coronavirus, the Economic Impact and the Board’s Role

We are all in this together: In these rapidly changing times, more than ever, the Board needs to play its role with active engagement, thoughtfulness and resolve. Management is juggling the day-to-day business impact and...more

Latham & Watkins LLP

Warum die aktuelle Siemens-Diskussion auch für andere Unternehmen relevant ist

Latham & Watkins LLP on

Es wird viel über die Entscheidung von Siemens diskutiert, vertragsgemäß Signaltechnik für eine Zugstrecke zu liefern, die das australische Carmichael-Bergwerk mit dem Meer verbindet. Warum ist das Interesse hier so groß?...more

Akin Gump Strauss Hauer & Feld LLP

Top 10 Topics for Directors in 2020: Economic Downturn

Significant economic, regulatory and political uncertainties in 2020 should prompt board of directors members to evaluate, and take steps to mitigate, potential downside risks facing their businesses. Certain challenges...more

Foley & Lardner LLP

How VC-Backed Companies Can Mitigate #MeToo Risk

Foley & Lardner LLP on

The #MeToo and Time's Up movements have placed boards of directors in the spotlight for how quickly and thoroughly they respond to allegations of sexual assault, sexual harassment and other improper behavior by founders,...more

Troutman Pepper Locke

“If at First You Don’t Succeed…” - Shareholders Keep Trying to Sue D&Os for Data Security Breaches

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Several high-profile lawsuits have been filed in recent years by shareholders seeking to hold corporate officers and directors liable for damage resulting from data security breaches. For example, directors and officers at...more

Womble Bond Dickinson

Liability for Directors of Nonprofit Corporations

Womble Bond Dickinson on

Lawyers are often asked to serve on Boards of nonprofit corporations and if they do so, they will often be asked by other directors about the potential individual liability of a director for actions of the nonprofit, for...more

Carlton Fields

Florida District Court Affirms Bankruptcy Court Bar Order In Favor Of Former Ds & Os

Carlton Fields on

On September 24, Southern District of Florida District Court Judge James I. Cohn issued an opinion affirming an order approving the settlement of a debtor’s breach of fiduciary duty, corporate waste, and mismanagement claims...more

Proskauer Rose LLP

Protecting Directors and Officers From Derivative Liability Arising From Data Breaches

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With data breaches affecting companies across virtually every industry, cyber security has remained front page news. Lawsuits brought by aggrieved consumers and financial institutions against companies that have suffered data...more

Cozen O'Connor

Chen v. Howard-Anderson: A Study in the Standards of Review and of D&O Conduct in the Merger Context

Cozen O'Connor on

Litigation over challenges to corporate mergers has swelled in recent years, exposing directors, officers and their D&O insurers to large amounts of defense costs and potentially great liability. The Delaware Chancery Court...more

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