Effective board members know that staying current is key to upholding their responsibilities to their shareholders. The good news is there are numerous educational opportunities for directors offered in a variety of settings:...more
Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 required the Securities and Exchange Commission (SEC) to issue rules mandating the recovery of incentive-based compensation in the case of a...more
There is significant complexity to the process of protecting a company and its directors and officers as they undertake the process of going public. This interactive resource is your guide to the D&O insurance process for...more
Directors and officers are no strangers to consequential decisions—where to incorporate, how to pursue growth, how far to go on ESG disclosures. Each choice shapes the company’s relationship with investors....more
10/16/2025
/ Corporate Governance ,
D&O Insurance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investors ,
Publicly-Traded Companies ,
Quarterly Report ,
Regulatory Reform ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders ,
Stock Exchange
On September 17, 2025, the US Securities and Exchange Commission (SEC) issued a policy statement with potentially far-reaching consequences for corporate governance, securities litigation, and directors and officers (D&O)...more
10/2/2025
/ Arbitration ,
Arbitration Agreements ,
Corporate Governance ,
D&O Insurance ,
Disclosure Requirements ,
Mandatory Arbitration Clauses ,
Registration Statement ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Securities Violations
1.0 D&O Market Update -
1.1 Rates for Public Companies -
The directors & officers (D&O) insurance marketplace alternates between hard, soft, and stable cycles over time. Depending on the year, various factors dominate...more
9/25/2025
/ Board of Directors ,
Class Action ,
Commercial Insurance Policies ,
Consumer Insurance Products ,
Corporate Governance ,
Corporate Officers ,
D&O Insurance ,
Initial Public Offering (IPO) ,
Insurance Regulations ,
Risk Management ,
Securities Litigation ,
Settlement
Do in-house lawyers need their own malpractice insurance? Some might. If needed, the type of insurance in-house counsel should explore is called employed lawyers professional liability (ELPL) insurance. This insurance...more
9/17/2025
/ Attorney Malpractice ,
Client Services ,
Commercial Insurance Policies ,
Consumer Insurance Products ,
D&O Insurance ,
In-House Perspective ,
Indemnification ,
Legal Ethics ,
Professional Disciplinary Actions ,
Professional Liability Insurance ,
Risk Management
D&O Insurance Trends: Guidance from Our Experts -
D&O insurance buyers are still seeing soft market conditions in 2025—despite rising concerns among underwriters about unsustainable pricing. What does that mean for your...more
9/12/2025
/ Artificial Intelligence ,
Board Members ,
Board of Directors ,
Class Action ,
Corporate Executives ,
Corporate Governance ,
D&O Insurance ,
Delaware ,
Diversity and Inclusion Standards (D&I) ,
Enforcement ,
Incorporation ,
Initial Public Offering (IPO) ,
Insurance Costs ,
Insurance Industry ,
Insurance Rates ,
Personal Liability ,
Renewal Options ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Trade Policy ,
Underwriting ,
Webinars
Private companies do not typically suffer the same level of scrutiny as public companies, but they can still be sued and investigated, and sometimes with considerable press. The risks range from derivative suits to government...more
9/11/2025
/ Board of Directors ,
Business Litigation ,
Corporate Misconduct ,
D&O Insurance ,
Department of Justice (DOJ) ,
Derivative Suit ,
Enforcement Actions ,
Government Investigations ,
Privately Held Corporations ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation
The D&O Databox™ Mid-Year Report provides insights about securities class action activities, developments, and historical trends—sourced from Databox, our proprietary database and leading resource for securities class action...more
8/7/2025
/ Class Action ,
Corporate Governance ,
D&O Insurance ,
Initial Public Offering (IPO) ,
Investors ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Commodities Authority (SCA) ,
Securities Fraud ,
Securities Litigation ,
Securities Regulation ,
Shareholder Litigation
As scrutiny around diversity, equity, and inclusion, or “DEI,” programs grows, boards are caught in the middle of legal exposure, governance, and risk management. If it’s not lawsuits alleging that DEI commitments were...more
Most private companies operate for years without ever facing a directors & officers (D&O) insurance claim. That’s why the risks can be easy to overlook. But D&O litigation isn’t just about major scandals or headline-making...more
Foreign private issuers (FPIs) are non-US companies that are traded on US exchanges. They have access to US capital markets even though FPIs are subject to less-stringent disclosure requirements. A good question to ask is...more
As they go through their initial public offering (IPO) and the subsequent merger & acquisition (M&A) process, special purpose acquisition companies (SPACs) face many regulatory, legal, and business hurdles. Obtaining the...more
Derivative suits are a topic of discussion that continues to challenge directors, officers, and insurers alike. The issue is particularly fraught for individual directors and officers because Delaware-incorporated companies...more
Private to Public Timeline -
Click/tap an area of the timeline to learn more about the D&O insurance process for companies going public. While the timeline below is specific to IPO companies, the milestones are relevant to...more
In 2024, biotechnology companies were the second most targeted industry for securities class action litigation, according to the D&O Databox™, Woodruff Sawyer’s proprietary database of securities class action suits. The...more
There is significant complexity to the process of protecting a company and its directors and officers as they undertake the process of going public. This resource is your guide to the D&O insurance process for de-SPAC...more
The 2025 PLUS D&O Symposium brought together leading voices in the professional liability space to discuss the evolving risks corporate leaders are facing. I was privileged to moderate the panel on securities litigation, a...more
Woodruff Sawyer’s D&O Databox™ Year-End Report provides insights about securities class action activities, developments, and historical trends—sourced from Databox, our proprietary database and leading resource for securities...more
A recession averted, inflation rates stabilizing, and low unemployment—all indicators suggest the economy is in solid shape. But there are threats on the horizon. With the highly charged election behind us and a new...more
1/9/2025
/ Biden Administration ,
Capital Markets ,
Corporate Taxes ,
Interest Rates ,
Legislative Agendas ,
Nasdaq ,
Regulatory Agenda ,
Tariffs ,
Tax Credits ,
Tax Planning ,
Tax Reform ,
Trade Relations ,
Trump Administration
Effective board members know that staying current is key to upholding their responsibilities to their shareholders. The good news is there are numerous educational opportunities for directors offered in a variety of settings:...more
The organization known as B Lab certifies B Corporations. To obtain this certification, companies have to meet strict social and environmental standards, including annual reporting. This certification signals to consumers...more
Even though there was an uptick in IPO activity in 2024, many companies have taken a wait-and-see approach and deferred their public debuts to next year. Still, going public in 2025 will come with challenges, such as...more
Traditionally, this has been the main type of derivative suit that has resulted in large settlements. Merger and acquisition cases are common here. Examples of these types of suits include Paramount Global (CBS-Viacom merger)...more