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
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
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
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
After two years of volatility, cyber liability prices finally appear to be normalizing due to factors that include a downturn in price increases and a lower frequency of ransomware attacks in 2022—all of which have resulted...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
Woodruff Sawyer’s 2022 D&O Looking Ahead Guide forecasted pricing relief on the horizon. This forecast turned out to be accurate, making 2022 renewals much less painful than 2021 renewals. During the first six months of...more
How accurate is all the talk about never-ending inflation and an inevitable, brutal recession in 2023? Maybe not that accurate. The data seems to be telling a very different story. Earlier this month, Woodruff Sawyer hosted...more
December 12, 2022 Update: Woodruff Sawyer’s client Meta (which owns properties like Facebook and Instagram), is the first Delaware-incorporated company to put Side A in a captive. To ensure complete coverage for its Ds and...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
In 2021, the Biden administration pledged to ramp up antitrust enforcement efforts through an executive order. The next year, the Department of Justice’s Assistant Attorney General Jonathan Kanter announced the agency would...more
In September 2022, the US Department of Justice released a memorandum that updates and revises its corporate criminal enforcement policies in conjunction with a speech delivered by Deputy Attorney General Lisa Monaco on...more
Woodruff Sawyer is the market leader when it comes to placing D&O insurance for companies going public. Experience matters when it comes to IPOs and direct listings. You want a specialist on your insurance brokerage team to...more
In addition to creating rules that govern both private and public companies, the Securities and Exchange Commission (SEC) uses an in-house, government legal system—Administrative Law Judges (ALJs)—to prosecute securities...more
10/13/2022
/ Administrative Law Judge (ALJ) ,
Appointments Clause ,
Article III ,
Constitutional Challenges ,
Enforcement Actions ,
Jury Trial ,
Officers of the United States ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Violations ,
Standing ,
Subject Matter Jurisdiction
The first half of 2022 brought rapid and dramatic change to the world of US public company D&O insurance. It feels like 2021 is a distant memory: the hot IPO market has cooled, SPAC IPOs have ground to a near halt, and...more
Woodruff Sawyer’s 10th annual D&O Looking Ahead Guide is here. In it, you will find expert insights to help guide your 2023 directors and officers (D&O) liability insurance program renewal. Read on for a summary of the...more
When the economy is stressed, corporations and their directors and officers must brace for a prolonged downturn. Unfortunately for some companies, filing for bankruptcy will be inevitable....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
Dobbs v. Jackson Women’s Health Organization is the landmark US Supreme Court decision that effectively overturned settled case law (Roe v. Wade) by holding that the United States Constitution does not confer the right to...more
Email communications can be a trap for unwary independent directors. The December 2020 In re WeWork Litigation decision illustrates the point, as discussed in this earlier blog. Specifically, directors who often use corporate...more
Good news: The downward trend of securities class actions against public companies continues as we look at the first half of 2022. If the trend holds for the second half of 2022, the rate of securities class action litigation...more
INSURANCE UPDATE -
The Supreme Court’s ruling in Dobbs, that abortions are not a federal constitutional right, has caused employers to ask how this new ruling affects benefits compliance as well as potential liability for...more
7/6/2022
/ Abortion ,
Dobbs v. Jackson Women’s Health Organization ,
Employee Benefits ,
Employer Group Health Plans ,
Employer Liability Issues ,
Health Insurance ,
Health Plan Sponsors ,
Plan Participants ,
Pregnancy ,
Roe v Wade ,
SCOTUS ,
Webinars
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
The Securities and Exchange Commission is proposing new cybersecurity disclosure rules for public companies. According to the SEC, while public companies have improved their cyber disclosures over time, overall, they have...more
5/25/2022
/ Corporate Governance ,
Cyber Attacks ,
Cybersecurity ,
Disclosure Requirements ,
Popular ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation