Indemnification

News & Analysis as of

Not All Vice Presidents Are Officers and Entitled to Corporate Indemnification

Aleynikov v. Goldman Sachs Grp., Inc. - Addressing the meaning of the term “officer” in a company’s bylaws, the U.S. Court of Appeals for the Third Circuit vacated a district court’s summary judgment that a computer...more

Indemnification and Reimbursement Sought from Insurers Based on Allegedly Fraudulent Funding Program: Fifth Third Bancorp v. Ace...

Who: Plaintiffs: Fifth Third Bancorp and Fifth Third Bank Defendants: Ace Insurance Company, Axis Insurance Company, Certain Underwriters at Lloyd’s, Continental Insurance Company, Federal Insurance Company,...more

Is a Vice President an Officer Entitled to Indemnification or Advancement?

This question didn’t seem to be that complicated at first blush. Now it is. The Third Circuit’s recent ruling that a former Vice President of Goldman Sachs is not necessarily an officer entitled to indemnification/advancement...more

Well, That Seemed Exhausting: When Is an Excess Insurer Obligated to Post an Appellate Bond?

“You say to-may-toe; I say to-mah-toe,” or so the saying goes. According to the Eastern District of Pennsylvania in Charter Oak Insurance Company v. Maglio Fresh Food, No. 12-3967 (E.D. Penn. Sept. 9, 2014), the same can be...more

A Successful Motion for Additional Discovery in an Inter Partes Review

Countless parties to inter partes review can tell you how to lose a Motion for Additional Discovery. This is especially so for discovery motions seeking evidence to prove privity between the Petitioner and a third party in an...more

District Court Precludes Deposition of In-House Counsel Who Acted as Part of Trial Team Even Though Counsel Had Relevant,...

After plaintiff, McAirlaids, requested the deposition of one of Kimberly-Clark's ("K-C") in-house litigation counsel, K-C filed a motion for a protective order pursuant to Fed. R. Civ. P. 26(c) to preclude the deposition of...more

English High Court Holds Litigation Funders Liable for Indemnity Costs

The court’s decision will have wider significance for litigation funders, parties seeking funding, and their opponents. On 23 October, the English High Court handed down its judgment in Excalibur Ventures LLC v Texas...more

Court Of Appeal Compels Arbitration Based Upon Related Documents

On August 29, 2014, the United States Court of Appeals for the Eleventh Circuit, in reversing the district court on interlocutory appeal, found that an indemnification agreement, performance bonds, and a subcontract between...more

Is that Covered? Insurance and Indemnity Clauses

Many contracts contain clauses requiring parties to carry insurance and to agree to indemnify one party or another in the event of a lawsuit. Such language is typical in lease agreements, distribution contracts, and...more

Indemnification In M&A Transactions For Strict Liability Or Indemnitee Negligence: The Express Negligence Doctrine

The buyer of a privately-held business usually seeks to impose only on the seller (and often its owners) financial responsibility for breaches of representations and covenants in the acquisition agreement and for other...more

No CGL Coverage for Faulty Workmanship Under Pennsylvania Law

In State Farm Fire & Casualty Co. v. McDermott, 2014 WL 5285335 (E.D. Pa. Oct. 15, 2014), a federal court recently held that an insurer has no duty to defend or indemnify its insured against an underlying construction defect...more

U.S. District Court of Hawaii Holds That Claims Arising From Contractors Failure To Provide Metal Framing and Installation of...

In State Farm Fire & Cas. Co. v. RK Wooten, 2014 U.S. Dist. LEXIS 146196 (D. Haw. Oct. 14, 2014), the U.S. District Court of Hawaii recently determined that State Farm Fire & Casualty Insurance Company (“State Farm”) had no...more

Can An Employment Agreement Be A Wee Bit Too Integrated?

The Bylaws of many public companies provide for mandatory indemnification of directors and officers (and sometimes other agents as well). Often, Bylaws describe these indemnity obligations as contract rights. For example...more

Excess Insurer Contract Language Amounts to Free Pass

Excess insurance is essential to businesses of medium or larger size because it provides catastrophe coverage at much lesser rates per dollar of coverage than primary insurance. There are two main reasons for this: The excess...more

It's Payback Time: Reimbursement Of Employee Expenses Is A Hot Issue In California

As class actions continue to plague employers in California, one area that is often overlooked is expense reimbursement. The California Labor Code makes clear that employers must indemnify employees for all necessary...more

Conclusive Evidence Clauses And Failure To Mitigate

In ABM Amro Commercial Finance Plc v Ambrose McGinn & ors [2014] EWHC 1674 (Comm), 23 May 2014 the court ruled that an indemnifying party cannot argue that a failure to mitigate by an indemnified party absolves the...more

Denial Of Arbitration Reversed Where Trial Court Failed To Hold Trial To Resolve Disputed Questions Of Fact

The Eighth Circuit reversed a trial court’s decision to deny arbitration, based on the fact that the lower court failed to hold a trial (as required by the FAA) when disputed questions of fact surrounding the parties’...more

Sixth Circuit Finds Excess Carrier Had Duty to Indemnify Insured for Property Damage Arising From Alleged Misrepresentations and...

In a decisively pro-policyholder decision issued by the United States Court of Appeals for the Sixth Circuit in IMG Worldwide, Inc. v. Westchester Fire Ins. Co., Nos. 13-3832, 13-3837 (6th Cir. July 15, 2014), the court...more

7th Circuit Holds Excess Insurer Has No Duty to Indemnify Punitive Damages

In its recent decision in Fox v. Am. Alternative Ins. Corp., 2014 U.S. App. LEXIS 12799 (7th. Cir. July 7, 2014), the United States Court of Appeals for the Seventh Circuit, applying Illinois law, had occasion to consider...more

August 2014: Insurance Litigation Update

No Longer on the Hook for Indemnity: NY Court of Appeals Reverses Decision That Held Insurers Liable to Indemnify Where They Wrongly Refused to Defend a Claim. In a decision last year in K2 Investment Group, LLC v. American...more

Indemnification And The Circle Of Litigation

An employee sues his employer for, among other things, violations of the California Labor Code. The quondam employer responds with a counterclaim against its erstwhile employee claiming that to the extent it is liable, the...more

Calderbank offers – Getting more bang for your buck

The cost-protective benefits of Calderbank offers are often more illusory than real. Courts will only award indemnity costs to the party making the offer where the party demonstrates that it was unreasonable for the other...more

Pennsylvania Supreme Court Notes Limited Reach of Multiple Trigger Rule in Insolvency Case

On July 21, 2014, the Pennsylvania Supreme Court held, as a matter of first impression, that the Continuance of Coverage Provision of the Pennsylvania insurance insolvency statute, 40 P.S. § 221.21, precludes coverage for all...more

Court Grants in Part and Denies in Part Nomura’s Motion to Dismiss Trustee Repurchase Action

On July 18, Justice Marcy Friedman of the New York County Supreme Court, Commercial Division, granted in part and denied in part Nomura Credit & Capital Inc.’s motion to dismiss claims brought by HSBC, as Trustee for the NAAC...more

Additional Discovery Granted

In ARRIS Group, Inc. v. C-Cation Technologies, LLC, IPR2014-00746, Paper 15 (July 24, 2015). the Board actually granted additional discovery of an indemnification agreemenet between Petitioner and Com-Cast, which the patent...more

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