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D&O Insurance Corporate Governance

A&O Shearman

Chief Information Security Officers and cyber whistleblowing: considerations for PE firms

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Managing these risks at a single company should be straightforward.  Executives and CISOs may be personally held accountable for cyber failings, negligence, breaches, and inadequate disclosure around cyber vulnerabilities and...more

Conyers

Directors in the Firing Line

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While those running companies may be aware of the numerous management and accounting breaches that can give rise to civil liability, there is generally less recognition of the possibility that breaches can also give rise to...more

Woodruff Sawyer

What to Expect in 2024: An Economic Update with Nasdaq

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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

Woodruff Sawyer

Your Roadmap for Board Education in 2024

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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

Woodruff Sawyer

Guide to D&O Insurance for IPO and Direct Listing Companies, 2024 Edition

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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

Foley Hoag LLP

The SVB Bankruptcy Decision and Its Lessons for D&O Insurance Programs

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Directors and Officers (D&O) policies are intended first and foremost to protect a company’s individual directors and officers from significant claims which may be asserted against those individuals in their capacities as...more

Cadwalader, Wickersham & Taft LLP

Report Discusses Potential Impact of ESG Claims on Directors and Officers Insurance

In its 2023 report on trends in directors & officers (D&O) liability insurance policies, Allianz Global Corporate & Specialty highlighted risks associated with evolving ESG regulation and the increasing pace of climate change...more

Woodruff Sawyer

A Primer for Late-Stage Private Companies on Preparing for ESG

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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

Orrick, Herrington & Sutcliffe LLP

Top Tips on Complying with Directors’ Duties Under English Law

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our...more

Woodruff Sawyer

D&O Insurance Guide for Foreign IPOs and Direct Listings, 2023 Edition

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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

Woodruff Sawyer

Why Are Private Trust Companies Becoming More Popular?

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The popularity of private trust companies (PTCs) is increasing. This is because PTCs offer privacy to families, more flexibility, and potential cost savings when compared to a family office or a corporate trustee....more

Woodruff Sawyer

McDonald’s Litigation Expands Caremark and Loyalty Claims to Officers

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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

Earnings Management Red Flags: Part One

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Public companies are under tremendous pressure to meet or beat stock analyst earnings estimates. This pressure caused Warren Buffet to observe: “Managers that always promise to ‘make the numbers’ will at some point be tempted...more

Woodruff Sawyer

Your Roadmap for Board Education in 2023

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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

D&O Game Changer: Delaware Approves Using Captives for D&O Insurance

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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

Woodruff Sawyer

SolarWinds’ Cyberbreach: Another Caremark Claim Dismissed

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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

Woodruff Sawyer

Boards Buy D&O Insurance—Shouldn’t Trustees Also be Protected?

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Directors and officers (D&O) liability insurance is designed to protect management from personal liability for a claim resulting from an alleged breach of fiduciary duty while managing the operations of a company. The...more

Hogan Lovells

ESG Market Alert – September 2022

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In this alert, we provide a round-up of the latest developments in ESG for UK corporates. In this month’s ESG Market Alert, we cover: The Hogan Lovells Navigating Deep Waters survey’s findings that the majority of companies...more

Woodruff Sawyer

Personal Liability Protection: A Simple Guide for Directors and Officers

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As a director or officer of a public or private company, you need to have strong protections in place to reduce your exposure to personal liability, as well as appropriately respond in case you become subject to an...more

Woodruff Sawyer

D&O Looking Ahead Guide - D&O Considerations for 2023

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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

New Director Onboarding: A Roadmap for Boards

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Public company boards face an ever-increasing list of topics that fall under their oversight responsibilities. As the list gets longer, so too does the breadth of skills and backgrounds that boards view as important when...more

Woodruff Sawyer

New Protection for Corporate Officers: Delaware Exculpation

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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

Woodruff Sawyer

Corporate Dissolutions: D&O Protection Considerations

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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

White and Williams LLP

A Changing Climate: the Rising Tide of ESG Liability and Implications for D&O Coverage

The latest legal buzzword, ESG, represents the environmental, social and governance factors that many corporations are now required to consider and disclose alongside traditional financial information such as operating...more

Jones Day

Evaluating Directors and Officers Liability Coverage for Emerging ESG-Related Risks

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With intensifying demands from regulators, investors, and the public for attention to environmental, social, and governance ("ESG") issues, companies are increasingly focused on ESG considerations and initiatives. Not...more

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