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Breach of Duty D&O Insurance

Pillsbury - Policyholder Pulse blog

Narrowing the Professional Services Exclusion: Policyholder Lessons “Arising Out of” Practice Fusion v. Freedom Specialty...

A recent decision by a California appellate court in Practice Fusion, Inc. v. Freedom Specialty Insurance Company, denying the policyholder more than $118 million in Directors & Officers liability coverage based on an...more

Conyers

Directors in the Firing Line

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While those running companies may be aware of the numerous management and accounting breaches that can give rise to civil liability, there is generally less recognition of the possibility that breaches can also give rise to...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

Woodruff Sawyer

Bank Failures, Liquidity, and Your Insurance Program

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The federal government has moved swiftly to stabilize the United States banking systems. The news that depositors with Silicon Valley Bank will have access to their funds means that innumerable companies are no longer...more

Woodruff Sawyer

McDonald’s Litigation Expands Caremark and Loyalty Claims to Officers

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Since the “Blue Bell Creameries” case in 2019, directors have been justifiably concerned about the rise in popularity of Caremark claims (breaching the duty of oversight in a way that implicates the duty of loyalty)....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

Woodruff Sawyer

Boards Buy D&O Insurance—Shouldn’t Trustees Also be Protected?

Woodruff Sawyer on

Directors and officers (D&O) liability insurance is designed to protect management from personal liability for a claim resulting from an alleged breach of fiduciary duty while managing the operations of a company. The...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

Morris James LLP on

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

Wiley Rein LLP

Defense Costs Presumed Reasonable if Insurer Breaches Duty to Defend

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The United States Court of Appeals for the Seventh Circuit has held that, under Indiana law, when a liability insurer breaches its duty to defend, the defense costs that the insured incurs in the underlying matter are...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?

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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

Kerr Russell on

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

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Supreme Court Provides Guidance Regarding D&O Liability Insurance Coverage

The Delaware Supreme Court has issued two decisions over the past year that provide important guidance about directors’ and officers’ (D&O) liability insurance coverage. In RSUI Indemnity Company v. Murdock, the Supreme Court...more

White and Williams LLP

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

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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

Snell & Wilmer

Delaware Supreme Court Holds That Fraud is Insurable

Snell & Wilmer on

In a decision that is likely to reshape directors and officers (“D&O”) policies across the nation, the Delaware Supreme Court has held that fraudulent conduct by corporate officers and directors is insurable under Delaware...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

Carlton Fields

Delaware Supreme Court Affirms Insurability of Fraud and Larger Settlement Allocation Rule

Carlton Fields on

On March 3, 2021, the Supreme Court of Delaware issued a significant decision in the D&O coverage space, RSUI Indemnity Co. v. Murdock, analyzing whether fraud claims against insureds were covered under an excess D&O policy...more

Wiley Rein LLP

Delaware Supreme Court Applies Delaware Law in D&O Coverage Dispute Involving California Company Incorporated in Delaware

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In a much-watched case, the Delaware Supreme Court has held that Delaware law governs a dispute regarding insurance coverage for a federal securities class action under D&O policies issued in California to a California...more

Wiley Rein LLP

Negligent Misrepresentation Claim Not Barred By Exclusion for Dishonest Conduct

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The United States District Court for the Northern District of California, applying California law, has held that a dishonesty exclusion in a D&O policy did not bar coverage for an underlying lawsuit alleging a company...more

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