Douglas Greene

Douglas Greene

Lane Powell PC

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Lessons Learned in London

Earlier this month, I spent a week in the birthplace of D&O insurance, London. In addition to moderating a panel at Advisen’s European Executive Risks Insights Conference, I met with many energetic and talented D&O insurance...more

12/1/2016 - Class Action Cybersecurity D&O Insurance Enforcement Actions Insurance Industry SEC Securities Litigation Smaller Reporting Companies

Are We Headed into a Perfect Storm of Securities Class Action Filings?

The history of securities litigation is marked by particular types of cases that come in waves: ..the IPO laddering cases, which involved more than 300 issuers and their underwriters; ..the Sarbanes-Oxley era...more

10/18/2016 - Class Action Consumer Protection Act Dodd-Frank Enforcement SEC Securities Whistleblowers

5 Wishes for Securities Litigation Defense: Early Damages Analysis and Discovery

The fifth of my “5 Wishes for Securities Litigation Defense” (April 30, 2016 post) is to move securities class action damages expert reports and discovery ahead of fact discovery. This simple change would allow the...more

9/6/2016 - Calculation of Damages Class Action D&O Insurance Damages Defense Strategies Discovery Expedited Discovery Expert Reports Mediation Motion for Summary Judgment Motion to Dismiss Omnicare v Laborers District Council Securities Litigation Settlement Stock Drop Litigation

Imposing Section 10(b) Liability Against Defrauded Corporation Reads Scienter Element out of Statute—An Analysis of In re...

From time to time, D&O Developments will take a closer look at an important issue decided in an appellate opinion. In this post, I analyze In re ChinaCast Education Corp. Securities Litigation, 809 F.3d 471 (9th Cir. 2015),...more

8/24/2016 - Adverse Interest Exception Apparent Authority CEOs Class Action D&O Insurance Dismissals Imputed Knowledge Personal Liability Reversal Scienter Section 10(b) Securities Fraud Securities Litigation

The Decline of the Disclosure-Only Settlement: Will We Regret What We Wished For?

In combination with the Delaware Court of Chancery’s decision in In re Trulia, Inc. Stockholder Litigation, 129 A.3d 884 (Del. Ch. 2016), Judge Posner’s blistering opinion In re Walgreen Company Stockholder Litigation, 2016...more

8/19/2016 - Disclosure-Based Settlements Mergers Shareholder Litigation Trulia Walgreens

5 Wishes for Securities Litigation Defense: Greater Director Involvement in Securities Litigation Defense and D&O Insurance

One of my “5 Wishes for Securities Litigation Defense” (April 30, 2016 post) is greater involvement by boards of directors in decisions concerning D&O insurance and the defense of securities litigation, including...more

7/19/2016 - Board of Directors Class Action D&O Insurance Defense Strategies Risk Management Securities Litigation

5 Wishes for Securities Litigation Defense: A Defense-Counsel Interview Process in All Cases

One of my “5 Wishes for Securities Litigation Defense” (April 30, 2016 post) is to require an interview process for the selection of defense counsel in all cases. When a public company purchases a significant good or...more

7/12/2016 - Class Action Corporate Counsel Interviews Securities Litigation

Omnicare, Inc., One Year Later: Its Salutary Impact on Securities-Fraud Class Actions in the Lower Federal Courts

Just over a year ago, on March 24, 2015, the U.S. Supreme Court issued its opinion in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. Omnicare held that a statement of opinion is only false...more

7/11/2016 - Class Action False Statements Misleading Statements Omnicare v Laborers District Council Section 11 Securities Act of 1933 Securities Exchange Act Securities Fraud Securities Litigation

5 Wishes for Securities Litigation Defense: Effective Use of the Supreme Court’s Omnicare Decision

In this installment of the D&O Discourse series “5 Wishes for Securities Litigation Defense,” we discuss the third of five changes that would significantly improve securities litigation defense: to make the Supreme Court’s...more

6/30/2016 - Corporate Counsel Defense Strategies Honest Belief Defense Misleading Statements Motion to Dismiss Omnicare Omnicare v Laborers District Council Puffery Registration Statement Section 11 Securities Act of 1933 Securities Fraud Securities Litigation Statement of Opinion Young Lawyers

5 Wishes for Securities Litigation Defense: Greater Insurer Involvement in Defense-Counsel Selection and Strategy

One of my “5 Wishes for Securities Litigation Defense” last month was for greater D&O insurer involvement in securities class action defense. This simple step would have extensive benefits for public companies and their...more

6/1/2016 - Board of Directors Class Action Corporate Officers D&O Insurance Defense Strategies Duty to Defend Indemnity Insurance Litigation Strategies Reimbursements Securities Litigation

5 Wishes for Securities Litigation Defense

I am committed to helping shape a system for securities litigation defense that helps directors and officers get through securities litigation safely and efficiently, without losing their serenity or dignity, or facing any...more

5/2/2016 - Board of Directors Class Action Corporate Officers D&O Insurance Damages Defense Strategies Expert Witness Litigation Strategies Securities Litigation

Why I’m So Passionate about Omnicare

On March 24, 2015, the U.S. Supreme Court issued its opinion in Omnicare, Inc. v. Laborers Dist. Council Const. Industry Pension Fund, 135 S. Ct. 1318 (2015). My partner Claire Davis and I are publishing a forthcoming...more

4/1/2016 - Class Action Defense Strategies False Statements Misleading Statements Omnicare SCOTUS Securities Fraud Statement of Opinion

5 Securities Litigation Issues to Watch in 2016

The coming year promises to be a pivotal one in the world of securities and corporate governance litigation. In particular, there are five developing issues we are watching that have the greatest potential to significantly...more

1/19/2016 - 10b5-1 Plans Board of Directors Bylaws Corporate Governance Corporate Officers Cybersecurity Derivative Suit False Statements Forum Selection Insider Trading Mergers Omnicare v Laborers District Council Publicly-Traded Companies Scienter SCOTUS Securities Exchange Act Securities Fraud Securities Litigation Shareholder Litigation Whistleblowers

Reform Act Report Card: The Private Securities Litigation Reform Act, 20 Years Later

In 2015, the Private Securities Litigation Reform Act* turned twenty years old. Over my career as a securities litigator, I’ve seen both sides of the securities-litigation divide that the Reform Act created. In the...more

12/30/2015 - Class Action Corporate Counsel Discovery Pleading Standards Private Securities Litigation Reform Act of 1995 Safe Harbors Scienter

Why are Companies and their Directors and Officers Still Behind on Cyber Security Oversight and Disclosure?

Over the past three years, I’ve been outspoken about the need for better board oversight of cyber security, as well as the need for better cyber security disclosure. The severity of the cyber threat is so significant to...more

11/30/2015 - Board of Directors Cybersecurity Information Technology Intellectual Property Protection Personal Liability Popular SEC

Securities Class Action Defense Counsel Selection: An Interview Process is Essential

When a public company purchases a significant good or service, it typically seeks competitive proposals. From coffee machines to architects, companies invite multiple vendors to bid, evaluate their proposals, and choose one...more

10/27/2015 - Amended Complaints Attorney-Client Privilege Board of Directors CEOs CFOs Class Action Conflicts of Interest Corporate Counsel D&O Insurance False Statements Good Faith Interviews Litigation Fees & Costs Misleading Statements Safe Harbors Scienter Section 10(b) Securities Litigation Witnesses

Securities Claims Based on Item 303 of Regulation S-K: It Just Doesn’t Matter

In January 2015, the Second Circuit held in Stratte-McClure v. Morgan Stanley, 776 F.3d 94 (2nd Cir. 2015), that Item 303 of Regulation S-K imposes a duty to disclose for purposes of Section 10(b), meaning that the omission...more

10/1/2015 - Class Certification Duty to Disclose False Statements Misleading Statements Omissions Presumption of Reliance Regulation S-K Scienter SEC Section 10(b) Section 11 Securities Act Securities Act of 1933 Securities Exchange Act Securities Fraud

Fixing the Economics of Securities Class Action Defense: Nationwide Defense by Regional Firms

In my last D&O Discourse post, I discussed why changes to the securities litigation defense bar are inevitable: in a nutshell, the economic structures of the typical securities defense firms – mostly national law firms –...more

9/1/2015 - Big Law Class Action D&O Insurance Discovery Forum Litigation Fees & Costs Securities Litigation

The Future of Securities Class Action Litigation

Securities litigation has a culture defined by multiple elements: the types of cases filed, the plaintiffs’ lawyers who file them, the defense counsel who defend them, the characteristics of the insurance that covers them,...more

7/31/2015 - Books & Records Class Action D&O Insurance Demand Futility Derivative Suit Securities Litigation Shareholder Activism Shareholder Litigation

Hey There Fellow Securities Defense Lawyers: Omnicare is GOOD for Us!

If correctly understood and applied, the Supreme Court’s decision in Omnicare, Inc. v. Laborers Dist. Council Const. Industry Pension Fund, 135 S. Ct. 1318 (2015), will allow corporate officers to speak more freely, without...more

6/22/2015 - Board of Directors Corporate Officers Directors False Statements Omnicare Omnicare v Laborers District Council SCOTUS Statement of Opinion

Corralling and Curtailing Merger Litigation: Lessons Learned from Past Securities and Corporate Governance Litigation Reform

In the world of securities and corporate governance litigation, we are always in the middle of a reform discussion of some variety. For the past several years, there has been great focus on amendment of corporate bylaws to...more

5/27/2015 - Bylaws Corporate Counsel Corporate Governance Exclusive Forum Forum Selection Mergers Private Securities Litigation Reform Act of 1995 Shareholder Litigation

Supreme Court’s Omnicare Decision Follows Middle Path Advocated by Lane Powell and Washington Legal Foundation

In the March 24 opinion issued in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund (Omnicare), the Supreme Court rejected the two extremes advocated by the parties regarding how the truth or...more

3/27/2015 - Material Misstatements Omnicare Omnicare v Laborers District Council Registration Statement SCOTUS Section 11 Securities Act of 1933

Supreme Court’s Omnicare Decision Follows Middle Path Advocated by Lane Powell and WLF

In the opinion issued yesterday in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund (“Omnicare”), the Supreme Court rejected the two extremes advocated by the parties regarding how the truth or...more

3/26/2015 - Misleading Statements Omnicare Omnicare v Laborers District Council Pharmacies Registration Statement SCOTUS Section 11 Securities Act of 1933 Securities Fraud

Cybersecurity Securities Class Actions: A Wave or Trickle?

One of the foremost uncertainties in securities and corporate governance litigation is the extent to which cybersecurity will become a significant D&O liability issue. Although many D&O practitioners have been bracing for a...more

3/18/2015 - Class Action Cybersecurity D&O Insurance Data Breach Popular

Securities Litigation Economics: A Blast from the Past

Securities litigation headlines are dominated by mega-cases. But the majority of securities class actions are brought against smaller companies. And it appears that plaintiffs’ lawyers are filing an increasingly large number...more

2/2/2015 - Big Law Board of Directors Class Action Corporate Officers D&O Insurance Securities Securities Litigation

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