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
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
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
In a market known for volatility, public company D&O (directors & officers) insurance has certainly lived up to its reputation in recent years—pricing has been on a roller coaster, fluctuating between skyrocketing increases...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
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
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
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 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
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