In recent years, you may have seen an apocryphal quote that says something like: “There are decades when nothing happens, and years when decades happen.” For the legal frameworks that matter to D&O litigation risk—federal...more
In this week’s D&O Notebook, my colleague Walker Newell takes a look at a little-discussed provision of the federal securities laws that caps shareholders’ damages if a company’s stock price rebounds after an initial drop....more
10/30/2025
/ Class Action Settlement ,
D&O Insurance ,
Policy Terms ,
Private Securities Litigation Reform Act of 1995 ,
Putative Class Actions ,
Rule 10b-5 ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Litigation ,
Securities Regulation ,
Settlement ,
Shareholders ,
Stock Drop Litigation
Class and collective actions have been an important feature of the United States legal system for more than 200 years. ...more
10/15/2025
/ Class Action ,
Collective Actions ,
Cyber Insurance ,
Damages ,
Data Breach ,
Data Privacy ,
Data Protection ,
EU ,
General Data Protection Regulation (GDPR) ,
Insurance Claims ,
International Data Transfers ,
Office of Foreign Assets Control (OFAC) ,
Policy Exclusions ,
UK
About half of securities class actions are thrown out by the courts at the motion to dismiss stage, thus avoiding costly discovery and a potential settlement....more
10/9/2025
/ Appeals ,
C-Suite Executives ,
Class Action ,
Confidential Witnesses ,
Discovery ,
Investment ,
Litigation Strategies ,
Material Misstatements ,
Motion to Dismiss ,
Safe Harbors ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Shareholders
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
Most federal private securities litigation is brought under Section 10(b) of the Exchange Act and Section 11 of the Securities Act. These two provisions are responsible for most of the big-ticket securities class actions that...more
8/28/2025
/ Class Action ,
D&O Insurance ,
Directors ,
Publicly-Traded Companies ,
Rule 10b-5 ,
Securities Act of 1933 ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Litigation ,
Securities Regulation ,
Shareholder Litigation
The cryptocurrency industry has been around for about 15 years. For much of that time, insurance carriers have found it difficult—sometimes unpalatable—to provide well-tailored insurance to crypto companies.
...more
8/26/2025
/ Anti-Money Laundering ,
Bank Secrecy Act ,
Bitcoin ,
Consumer Financial Products ,
Consumer Insurance Products ,
Cryptoassets ,
Cryptocurrency ,
Financial Services Industry ,
FinTech ,
Investment ,
New Legislation ,
Regulatory Reform ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Stablecoins ,
The GENIUS Act ,
Underwriting
Everyone knows the names of the two major national stock exchanges: the New York Stock Exchange and the Nasdaq stock market. In fact, there are currently a total of 16 national stock exchanges in the United States, each with...more
Woodruff Sawyer has been a leader in the fund-level General Partnership Liability (GPL) space since the creation of this insurance product over 30 years ago. In today’s environment, it’s essential that venture capital,...more
For many years, plaintiffs’ lawyers have used Section 220 requests to harass Delaware corporations. Typically, books and records demands are intrusive and annoying—and nothing more. However, in some cases, plaintiffs have...more
7/10/2025
/ Books & Records ,
Corporate Governance ,
D&O Insurance ,
Delaware General Corporation Law ,
New Legislation ,
Regulatory Reform ,
Section 220 Request ,
Securities Litigation ,
Shareholder Litigation ,
Shareholder Rights ,
Texas
Private funds could be facing a Spider-Man problem. Let me explain. Because he was bitten by a radioactive spider, Spider-Man has superpowers. He can jump really high. He can shoot webs from his hands. When his...more
Normally, developments in corporate law are slow-moving—but not over the past year or so. Texas, among other jurisdictions, has been acting fast to capitalize on cracks in Delaware’s armor as the leading state of...more
As new Chair Paul Atkins begins to make his mark on the Securities and Exchange Commission, the news cycle has been heavily focused on crypto regulation. The SEC, however, is more than just a crypto regulator....more
6/3/2025
/ Broker-Dealer ,
Enforcement ,
Enforcement Actions ,
Financial Regulatory Reform ,
Investment Advisers Act of 1940 ,
Investment Management ,
Investors ,
Registered Investment Advisors ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
Last March, I wrote: “Howey Livin’? Domestic Crypto Regulation in 2024.” As elegantly foreshadowed by the hilarious title, the article covered the strange crypto regulatory moment of spring 2024: Bitcoin has been packaged...more
In 2023 and 2024, our public company clients were focused on complying with the SEC’s cyber disclosure rules—and on the risk from big, high-profile government enforcement actions like the SolarWinds case. But with a new SEC...more
In the brilliant long-form podcast Fall of Civilizations, author Paul Cooper gives listeners a sense of how average citizens living in Tenochtitlan, Angkor Wat, Rome, and Constantinople may have felt as once-mighty empires...more
In 2024, global venture investment in generative artificial intelligence (Gen AI) grew to more than $56 billion, a 94% year-over-year increase from 2023. From 2023 to 2025, Nvidia’s market cap has grown from about $500...more
In this last article in his three-part series, my partner and securities litigator Walker Newell looked at motion to dismiss trends in the Central District of California, which covers Los Angeles and Orange County. The CD...more
Last year, just three federal district courts handled half of all securities class actions. In the second part of his three-part series, my partner and securities litigator Walker Newell reviews motion to dismiss trends in...more
In securities class actions, the motion to dismiss is the key event. If the company wins, the case goes away and costly discovery is avoided. If shareholders win, a significant settlement in the future is likely. In these...more
When a public company faces significant financial challenges and uncertainty, the pressure on management teams and boards of directors to make the “right” decisions intensifies. If those financial challenges are not...more
Do you serve as a director or officer of a company that is largely—but not wholly—owned by another company? If yes, this week’s D&O Notebook article is for you. My colleague Walker Newell discusses “short form” mergers,...more
In private securities class actions, the motion to dismiss is critical. A victory can mean a quick and relatively inexpensive conclusion to litigation. A loss can mean many months of expensive and intrusive discovery. This...more
Every year, autumn brings hayrides, changing leaves, family gatherings, sweater weather, the chance to savor a cup of black tea by a roaring fire—and a raft of Securities and Exchange Commission (SEC) enforcement actions as...more