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
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
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
Founding a successful company is enormously difficult. An oft-cited statistic is that 75% of venture-backed start-ups fail, a percentage that is probably both understated and fails to consider all the companies that never...more
The streak of good news in D&O litigation risk ends this year, with a rise in class action filings and bigger settlements. But the D&O market is still soft, so staying on top of the evolving risk landscape will help you...more
8/6/2024
/ Board of Directors ,
Class Action ,
Cybersecurity ,
D&O Insurance ,
Initial Public Offering (IPO) ,
Insurance Costs ,
Insurance Industry ,
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Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
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All empires eventually decline. For decades, Delaware has held the crown as the premier state of incorporation for domestic companies (and many foreign companies seeking a foothold in the United States capital markets). But...more
8 Reasons to Buy D&O Insurance 1. Attracting New Directors: D&O insurance makes board seats more attractive. 2. Investor Requirements: Some venture capital and private equity firms require that their portfolio companies...more
Woodruff Sawyer is the market leader when it comes to placing D&O insurance for companies going public, be it through an IPO, direct listing, or merger with a SPAC (a “de-SPAC” transaction). Experience matters in this arena....more
CEO compensation can be a source of concern for shareholders, which makes it a concern for the Delaware Chancery Court. Another major concern is director independence. The decision by the Delaware Chancery Court to void Elon...more
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
Companies that are serious about managing director and officer litigation risk have been adopting choice of forum provisions. Such provisions continue to permit shareholders to sue directors and officers if shareholders want...more
8 Reasons to Buy D&O Insurance -
1. Attracting New Directors: D&O insurance makes board seats more attractive.
2. Investor Requirements: Some venture capital and private equity firms require that their portfolio...more
Directors are used to navigating the challenges of business. However, the past few years have proven to be even more demanding than usual, and for many reasons—the pandemic; war in Europe; environmental, social, and corporate...more
The law doesn’t demand that you get things right, only that you tried; the recent dismissal of a derivative lawsuit against SolarWinds Corporation illustrates this perfectly. The cyber catastrophe that was SolarWinds in 2020...more
It’s a banner year for Delaware corporations when it comes to protecting their directors and officers. Earlier this year, the Delaware legislature took steps that will allow captives to become a more viable alternative to...more
Many companies rely on capital raises to grow their business and bring products and services to market—but there are times that economic and financial market conditions make it difficult for companies to secure needed...more
8 Reasons to Buy D&O Insurance -
1. Attracting New Directors: D&O insurance makes board seats more attractive.
2. Investor Requirements: Some venture capital and private equity firms require that their portfolio...more
Big News. On January 27, 2022, the Delaware Legislature passed legislation designed to make captive insurance a viable alternative to traditional D&O insurance. This new development should mean that, over time, the cost of...more
As predicted in last year’s Looking Ahead, D&O insurance rates continued to rise in 2021. However, there are early signs that the market is in transition and that some relief may be on the way. As documented in this year’s...more
When you join the board of a public company, you are making a long-term commitment that carries with it the risk of tarnishing your professional reputation if things go seriously wrong. You might also have to endure the...more
Effective board members know that staying current is key to upholding their responsibilities to their shareholders. The good news is that there are numerous educational opportunities for directors offered in a variety of...more
If you are serving as an officer or director of a public company (or a large private company), it has never been more important to make sure that you have an aggressively protective personal indemnification agreement. ...more