Securities and Exchange Commission (SEC), D&O Insurance, Investigations

SEC Tolling Request Not a Securities Claim Against Insured Company Under D&O Policy

Wiley Rein LLP on 7/11/2025

A Delaware Superior Court, applying Delaware law, has held that the United States Securities and Exchange Commission’s (“SEC”) request to toll the statute of limitations did not constitute a “Securities Claim” under a D&O...more

SEC Enforcement Action Against Church & Dwight Director: Lessons for Outside Directors

Foley & Lardner LLP on 1/2/2025

The SEC’s settlement with James R. Craigie, former CEO, chairman, and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without disclosing his close...more

Chief Information Security Officers and cyber whistleblowing: considerations for PE firms

A&O Shearman on 4/3/2024

Managing these risks at a single company should be straightforward. Executives and CISOs may be personally held accountable for cyber failings, negligence, breaches, and inadequate disclosure around cyber vulnerabilities and...more

SEC Investigations and D&O Insurance Coverage

Woodruff Sawyer on 10/12/2023

In my last post, I explained why a full-blown Securities and Exchange Commission (SEC) investigation often results in legal fees and expenses that run well into seven or eight figures. (Again, this is just for legal costs at...more

Delaware Federal Court: No Coverage Under D&O Policy For Claims Based On Acts Alleged To Have Occurred Prior To Insured Entity’s...

Wiley Rein LLP on 6/6/2022

Applying Delaware Law, the United States District Court for the District of Delaware has held that there is no coverage for acts undertaken by an insured’s directors and officers that occurred prior to the formation of the...more

Court Declines to Dismiss Coverage Litigation Based on Potential Applicability of Prior Notice Exclusion

Wiley Rein LLP on 4/26/2022

The United States District Court for the District of Delaware has held that, where the matters at issue in securities litigation and attendant claims plausibly did not “arise out of” the matters underlying a notice of...more

New York Federal Court Rejects Argument That SEC Investigation Constitutes a “Securities Claim” Under D&O Policies

Carlton Fields on 7/13/2021

Recent Delaware decisions reveal a trend of insureds seeking to expand the definition of “Securities Claims” in their D&O policies, and Delaware courts refusing to do so. You can read our discussion on those rulings here and...more

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