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
Hackers are now weaponizing the SEC’s cyber disclosure rules as a new way to pressure corporations. You may recall that the Securities and Exchange Commission has new rules for timely disclosure of cyberattacks.
One major...more
Despite fewer companies going public in 2023, we saw an unwelcome uptick in class action lawsuit filings. After a period of relief in securities class action (SCA) filings—three years to be exact—the tide is officially...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
A year ago, you couldn’t avoid the talk about a brutal recession on the horizon—yet it didn’t materialize. At the end of 2023, economists said the data pointed to either a small recession or an avoidance altogether in 2023,...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 Securities and Exchange Commission (SEC) is ratcheting up the pressure on chief information security officers (CISOs)—and it’s entirely deliberate. In this post, I’ll discuss the litigation landscape against SolarWinds,...more
Companies that have been waiting to do their IPO until conditions improve are gearing up. In fact, EY predicts the global IPO market will turn around in 2024 due to some improvements in key macroeconomic factors and...more
Woodruff Sawyer’s 11th annual D&O Looking Ahead Guide features proprietary research and expert insights to help guide your 2024 directors and officers (D&O) liability insurance program renewal.
In this article, we’ll...more
Students of D&O litigation know that the plaintiffs’ bar works on a contingency basis. While some may bemoan this fact, the structure does create a set of clear incentives for rational economic actors.
Plaintiff attorneys,...more
The softening D&O market has continued into 2023, with 91% of our clients experiencing a cost reduction in their renewal in the first half of the year. Self-insured retentions have also continued to fall. The soft market is a...more
9/6/2023
/ Class Action ,
Contract Renewal ,
Cybersecurity ,
D&O Insurance ,
Disclosure Requirements ,
Insurance Claims ,
Insurance Contracts ,
Insurance Industry ,
Insurance Rates ,
New Rules ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Self-Insured Retention Provisions ,
Webinars
The days of plaintiffs’ firms making bank from frivolous litigation claims in Delaware are rapidly coming to a close. This positive development is yet another reason that Delaware-incorporated companies will want to consider...more
They’re here. No, not poltergeists. Just the Securities and Exchange Commission’s new cyber disclosure rules. While implementing them will be challenging, and new, serious risks will emerge, the rules are now final and public...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
Securities class action activity in 2023 reflects the environment the business community is experiencing: Economic activity has slowed as companies deal with the high costs of doing business. In the first half of 2023, the...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
Going public through a direct listing just got more attractive thanks to the recent Supreme Court ruling in Pirani v. Slack Technologies Inc. In a unanimous decision, the Court held that to bring a claim under Section 11 of...more
A New York business professor called it a “$300 million bar tab to hang out with Jay-Z.” A Delaware judge said that “by all accounts, it was a terrible business decision.”
Despite numerous red flags, Jack Dorsey’s company...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
Late-stage private companies may be disappointed that the economic slowdown has largely closed the initial public offering (IPO) window. The upside? More time to prepare for public company life when the IPO window re-opens....more
The D&O liability landscape is poised to change—or not—depending on how the US Supreme Court rules in the long-running Section 11 case against Slack. The Supreme Court heard oral arguments in this case on April 17, 2023, and...more
Non-US companies are attracted to going public on a US exchange for a variety of reasons, such as access to capital, increased liquidity, and in some cases, more flexible rules and regulations compared to other markets....more
Did senior executives at Silicon Valley Bank sell shares while in possession of material nonpublic information shortly before the demise of the company? If they did, they violated the federal laws against insider trading....more
While it’s true that the recent SPAC craze has significantly cooled, there are still more than 300 SPACs searching for a deal, according to SPAC Insider. The good news for those still searching for a deal is that there isn’t...more
A question that comes up at the time of an IPO is this: Should we place a tail policy on our private company D&O insurance? Although this is a complex question, the answer is straightforward: No, if you can avoid a past acts...more