D&O Insurance Myths (Part 1)
Blogging made him both the Pope and the Tom Hanks of D&O insurance - Legally Contented Podcast
D&O Insurance: Better to Have it And Not Need it Than Need it And Not Have it
ESG is All The Rage, but How Does It Intersect with the D&O and RWI Insurance Markets?
Has the SPAC Bubble Burst? Lessons Learned From the Early Days of SPAC Mania
Smoother Sailing or Choppy Waters: What Lies Ahead for the 2022 D&O Market?
Takeaways From Recent Claims Against Mark Zuckerberg and Facebook – Mitigating the Heightened Risk of Privacy Suits Against Individual Directors and Officers
Wait, are we related? Well, that depends on the facts and circumstances of each Claim
Don’t Step on a Crack in the SPAC/deSPAC Insurance Claim Process
The Intersection of Insurance and Bankruptcy – Part 2
NGE On Demand: Insurance and Indemnity Issues for Family Offices with Angela Elbert
The Brave New Frontier of Securing D&O Insurance for SPACs and deSPACs
NGE On Demand: Insurance Issues in Bankruptcy with Jason Frye
The D&O Renewal Market: Will the Wild Ride of Premium Increases, Stretched Capacity and Restrictive Terms Continue?
On-Demand Webinar | Insurance Issues Faced by Employers in Times of COVID-19
Internal Investigations: The Impact of the Yates Memo, the FCPA Unit Pilot Program and Recent Legal Decisions
The Intersection of Cyber and D&O Coverage
Is Private/Non-Profit D&O Coverage Under Priced?
Halliburton: Good for the Plaintiffs’ Bar?
D&O in Brazil and Latin America
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
Cryptocurrency isn’t just for tech startups and X (formerly Twitter) enthusiasts anymore. Mainstream corporations are increasingly forced to consider Bitcoin—the undisputed “king” of crypto—and other investments into digital...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
On February 4, 2025, the Delaware Supreme Court, sitting en banc, determined that the Wrongful Acts alleged in a securities class action against Alexion Pharmaceuticals, Inc. had a “meaningful linkage” with the Wrongful Acts...more
After a two-and-a-half-year lull in SPAC activity, the second half of 2024 brought glimmers of sunshine to the otherwise gloomy world of SPACs. New SPAC IPO activity picked up pace in the summer of 2024 and continued to grow,...more
The SEC public company cyber disclosure rule raises issues that companies should consider in reviewing existing insurance coverage and in assessing overall risk....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
SEC Penalizes Director for Misleading D&O Questionnaire Response - The SEC recently brought an enforcement action against a director for causing violations of the proxy rules by failing to disclose a close personal...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
On remand from the U.S. Court of Appeals for the Fourth Circuit, the U.S. District Court for the Eastern District of Virginia, applying Virginia law, has held that a bump-up provision in directors and officers liability...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
Many wineries operate as closely held companies, meaning they’re owned by an individual or small group of shareholders, who are often members of the same family. Disputes regarding ownership interests can arise, particularly...more
Disputes regarding ownership interests often arise in the context of closely held corporations, particularly when directors, officers, or majority shareholders sell or acquire ownership interests in the company. These...more
The majority of publicly traded companies are incorporated in Delaware but have their principal place of business in another state. This can raise thorny issues of what state’s laws should apply to an insurance coverage...more
The U.S. District Court for the District of New Jersey, applying New Jersey law, has held that a lawsuit brought by a target company’s shareholders against an insured after a failed acquisition that involved a stock exchange...more
Managers of LLCs have similar duties to members of LLCs. A breach of these fiduciary duties can lead to a lawsuit and personal liability for directors, officers and LLC managers. ...more
The Superior Court of Delaware rebuffed efforts by a policyholder to recover defense costs and interest it incurred in connection with an underlying appraisal proceeding, agreeing with the defendant-insurers that the...more
The United States District Court for the District of Delaware, applying Delaware law, has held that lawsuits alleging breaches of fiduciary duty did not constitute “Securities Claims” under a D&O policy. Calamos Asset Mgt.,...more
Judge Paul Wallace of the Delaware Superior Court has held that a bump-up provision did not operate to preclude coverage for a settlement of a Section 14(a) cause of action. Northrop Grumman Innovation Sys., Inc. v. Zurich...more
Special Purpose Acquisition Companies (“SPACs”) played a critical role in U.S. capital market growth in 2020. There were 248 SPACs launched, raising an aggregate of $83 billion in proceeds. The beginning of 2021 witnessed an...more
We previously discussed the Delaware Supreme Court’s refusal to broaden the definition of a “securities claim” in In re Verizon Insurance Coverage Appeals, and this issue continues to be ripe for dispute. The Delaware Supreme...more
Recently, a California state court expanded a “bump up” exclusion in excess D&O policies to bar coverage for a settlement of a shareholder class action lawsuit against Onyx and its directors and officers. The shareholders...more