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D&O Insurance Corporate Governance

Woodruff Sawyer

Signed, Sealed…but Contaminated: Mitigating Environmental Risks in M&A

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Environmental-related risks in merger and acquisition (M&A) transactions shouldn’t just be a technical concern for legal and compliance teams—they should also be a board-level consideration. Whether stemming from legacy...more

Felicello Law PC

Congratulations On Your New Role: Here’s How to Protect Yourself Legally

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If you have recently obtained a new position in the C-Suite, you are aware that the new position brings prestige, authority, and opportunity. But you may not be aware that as an officer of a company, you have also increased...more

Woodruff Sawyer

The ABCs of Corporate Law: Reforming Section 220 Demands

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For many years, plaintiffs’ lawyers have used Section 220 requests to harass Delaware corporations. Typically, books and records demands are intrusive and annoying—and nothing more. However, in some cases, plaintiffs have...more

Wiley Rein LLP

California Federal Court Holds Exception to I v. I Exclusion Restores Coverage for D&O Claim Based on Dilution of Shares

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The United States District Court for the Southern District of California, applying California law, has held that an exception within an insured vs. insured (I v. I) exclusion of a D&O policy restored coverage for a suit...more

Pillsbury - Policyholder Pulse blog

The Beginning of the End of an Era? Competition to Delaware’s Supremacy as Corporate Domicile and Implications for D&O Insurance

Delaware has long been the leading jurisdiction in which companies incorporate. According to Delaware’s published statistics from 2023...more

Wiley Rein LLP

Applying a “Meaningful Linkage” Standard, Delaware Superior Court Concludes Two Lawsuits Do Not “Arise Out Of” Interrelated...

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The Delaware Superior Court has held that an underlying shareholder lawsuit and prior litigation alleging certain common facts did not arise out of Interrelated Wrongful Acts, and did not trigger either the Prior Notice or...more

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

D&O Insurance for Foreign IPOs: A 2025 Step-by-Step Guide

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Private to Public Timeline - Click/tap an area of the timeline to learn more about the D&O insurance process for companies going public. While the timeline below is specific to IPO companies, the milestones are relevant to...more

Hogan Lovells

Key risk trends for Directors and Officers in 2025 and beyond

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2024 was a standout year for the Directors and Officers (“D&O”) insurance market, as the industry navigated legislative upheaval and case law developments with remarkable resilience. Despite increasing mass-shareholder...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

Woodruff Sawyer

Guide to D&O Insurance for De-SPAC Transactions, 2025 Edition [Report]

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There is significant complexity to the process of protecting a company and its directors and officers as they undertake the process of going public. This resource is your guide to the D&O insurance process for de-SPAC...more

Woodruff Sawyer

Securities Litigation Trends: Key Takeaways from a 2025 PLUS D&O Symposium Panel

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The 2025 PLUS D&O Symposium brought together leading voices in the professional liability space to discuss the evolving risks corporate leaders are facing. I was privileged to moderate the panel on securities litigation, a...more

Bradley Arant Boult Cummings LLP

Hodl or Fold? The Insurance and Liability Minefield of Bitcoin for Business

Cryptocurrency isn’t just for tech startups and X (formerly Twitter) enthusiasts anymore. Mainstream corporations are increasingly forced to consider Bitcoin—the undisputed “king” of crypto—and other investments into digital...more

Woodruff Sawyer

Securities Motion to Dismiss Trends (Part 3): The Central District of California

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In this last article in his three-part series, my partner and securities litigator Walker Newell looked at motion to dismiss trends in the Central District of California, which covers Los Angeles and Orange County. The CD...more

Woodruff Sawyer

SPAC Sponsor Liability and Insurance Solutions

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The SPAC market is finally making a comeback. As we enter a period of the long-awaited SPAC revival, some liability dangers persist. Two common questions that keep being raised by our clients are: How much liability...more

Woodruff Sawyer

AI and Insurance: Bridging Innovation and Risk

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As AI technologies like ChatGPT and other generative AI tools have gained prominence, our clients have started raising questions about their insurance coverage. Among the most frequently asked are: These questions highlight...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

Lowenstein Sandler LLP

D&O Insurance and the Regulatory Environment in Trump 2.0 Administration (Part I)

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In the first of two episodes, Lynda A. Bennett talks with Matt Sabino and John McKenna, managing partners at ARC Excess and Surplus; Justin Kudler, senior vice president and senior claims counsel for ARC Excess and Surplus,...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

Kennedys

Delaware Supreme Court reverses trial court for failing to apply "Interrelated Wrongful Acts" analysis correctly

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On February 4, 2025, the Delaware Supreme Court, sitting en banc, determined that the Wrongful Acts alleged in a securities class action against Alexion Pharmaceuticals, Inc. had a “meaningful linkage” with the Wrongful Acts...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

Woodruff Sawyer

A New Generation of SPACs Leads the Way Into 2025

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After a two-and-a-half-year lull in SPAC activity, the second half of 2024 brought glimmers of sunshine to the otherwise gloomy world of SPACs. New SPAC IPO activity picked up pace in the summer of 2024 and continued to grow,...more

Jones Day

Delaware Court Rejects Application of D&O Policy's "Bump-Up" Exclusion to Securities Claim Settlement

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In a significant victory for policyholders, the Delaware Superior Court rejected three insurers' attempts to apply their Directors and Officers Liability ("D&O") policies' so-called "bump-up" exclusion to bar coverage for...more

McGuireWoods LLP

The SEC’s Cybersecurity Incident, Governance, and Management Reporting Requirements: What you Need to Know to Avoid Cyber and D&O...

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The SEC public company cyber disclosure rule raises issues that companies should consider in reviewing existing insurance coverage and in assessing overall risk....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

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