News & Analysis as of

D&O Insurance Fiduciary Duty Breach of Duty

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

Pillsbury - Policyholder Pulse blog

Level Unlocked: Insurance Recovery Options for Video Game Manufacturers Facing Video Game Addiction Lawsuits

In the last few years, the video game industry has been hit with lawsuits accusing certain games of fostering addictive behaviors, especially among younger players. These lawsuits often cite features like loot boxes,...more

Pillsbury - Policyholder Pulse blog

Say What You Mean: Delaware Court Finds Bump-Up Exclusion Ambiguous as Applied to Mergers Versus Acquisitions

Long a feature of directors’ and officers’ (D&O) liability insurance policies, the so-called “Bump-Up” Exclusion has gotten significant attention over the last few years. Because of the recent escalation in securities...more

Morris James LLP

Superior Court Declines to Dismiss Counterclaims Based on “Interrelated Wrongful Act” Clause in D&O Coverage Dispute Arising Out...

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National Amusements Inc. v. Endurance American Specialty Insurance Co. (Del. Super. April 28, 2023) - In this D&O insurance coverage dispute, the plaintiffs moved to dismiss the defendant insurers' counterclaims, which...more

Morris James LLP

Delaware Supreme Court Affirms Delaware Choice-of-Law Ruling In Dismissal of D&O Liability Insurance Coverage Dispute

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Stillwater Mining Company v. National Union Fire Insurance Company of Pittsburgh, PA et al., No. 24, 2022 (Del. Jan. 12, 2023) - This decision from Delaware Supreme Court addresses choice-of-law questions for D&O insurance...more

Wiley Rein LLP

Settlement of Merger Objection Litigation is Not Covered “Loss”

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In a win for Wiley’s client, a California trial court has determined that a pharmaceutical company’s D&O policies did not cover its settlement of shareholder litigation alleging that the price another company paid to acquire...more

Wiley Rein LLP

Warranty Letter Bars Coverage for Claim Against Chief Legal Officer Arising From CEO’s Alleged Fraud

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The United States District Court for the District of Nevada, applying Nevada law, has held that a warranty letter executed by the insured’s CEO prior to the issuance of an excess D&O policy barred coverage for a claim made...more

Pillsbury - Policyholder Pulse blog

Strengthening Corporate Officer Protection: Delaware’s Updated Corporate Exculpation Law and Its Impact on D&O Liability Insurance

As the preferred place of incorporation for most U.S. companies, Delaware has long been a leader in the development of statutory and common law on corporate governance. In keeping with this role, the Delaware legislature...more

Morris James LLP

Superior Court CCLD Determines D&O Insurance Policy Does not Cover Defense Costs in Statutory Appraisal Proceeding

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MPM Holdings, Inc. v. Federal Ins. Co., C.A. No. N20C-07-014 MMJ CCLD (Del. Super. Ct. Mar. 17, 2022) - In recent years, the Delaware Supreme Court has pointed out that directors and officers liability insurance might not...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

Vinson & Elkins LLP

D&O Insurance Considerations for Going Public via SPAC: Are You Covered?

Vinson & Elkins LLP on

With more than 600 special purpose acquisition companies (“SPACs”) currently looking for merger partners, private companies are likely being courted by a number of SPAC suitors....more

Kerr Russell

Court Ruling Offers New Consideration For Corporate Officers, Directors And LLC Managers

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Managers of LLCs have similar duties to members of LLCs. A breach of these fiduciary duties can lead to a lawsuit and personal liability for directors, officers and LLC managers. ...more

Wiley Rein LLP

WARN Act Exclusion Bars Coverage for Breach of Fiduciary Duty Lawsuit

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The United States District Court for the Northern District of California, applying California law, has held that an exclusion barring coverage “in connection with a Claim” for violation of the WARN Act barred coverage for a...more

White and Williams LLP

M&A Objection Lawsuits and Claims for Inadequate Consideration: A “Bumpy” Road for D&O Insurers

White and Williams LLP on

Although the volume of merger objection litigation has gone down somewhat over the last few years, most large public-company M&A deals are challenged in court. These lawsuits usually include a number of claims against the...more

Carlton Fields

Delaware Courts Secure Limited Scope of “Securities Claims” in D&O Policies

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The federal district court in Delaware recently ruled in Calamos Asset Management Inc. v. Travelers Casualty & Surety Company of America that stockholder suits alleging breaches of fiduciary duty in connection with a merger...more

Wiley Rein LLP

Alleged Breach of Fiduciary Duty Not a “Securities Claim”

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The United States District Court for the District of Delaware, applying Delaware law, has held that lawsuits alleging breaches of fiduciary duty did not constitute “Securities Claims” under a D&O policy.  Calamos Asset Mgt.,...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

Hogan Lovells

Quarterly Corporate / M&A Decisions Update: Q4 2020

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Below is our Quarterly Corporate / M&A Decisions Update for decisions in Q4 2020. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis. Brief summaries of...more

Lowenstein Sandler LLP

California Court Broadens A D&O Policy’s Bump-Up Exclusion To Bump Out Coverage

Lowenstein Sandler LLP on

Recently, a California state court expanded a “bump up” exclusion in excess D&O policies to bar coverage for a settlement of a shareholder class action lawsuit against Onyx and its directors and officers. The shareholders...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

A&O Shearman

Superior Court Of Delaware Rules That Delaware Public Policy Does Not Prohibit Indemnification For Breach Of Duty Of Loyalty Based...

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On March 1, 2018, Judge Eric M. Davis of the Superior Court of the State of Delaware denied in part and granted in part the summary judgment motion brought by plaintiff-insurers, which provided directors and officers...more

Butler Snow LLP

Sixth Circuit’s holding that debtor in possession and liquidating trustee are one in the same for purposes of...

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The Sixth Circuit Court of Appeals recently took up the controversial issue of whether a liquidating trustee’s lawsuit, alleging breach of fiduciary duty against a corporate debtor’s officers, falls within the...more

Morris James LLP

Delaware Superior Court Limits Fraud Exclusion

Morris James LLP on

This is an important decision because it limits the use of the typical fraud exclusion in a D&O policy to avoid liability to the insured. The insured David Murdoch was found to have breached his fiduciary duty to Dole Foods...more

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