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D&O Insurance Shareholders Board of Directors

Woodruff Sawyer

The 2025 Guide to D&O Insurance for SPAC IPOs

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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

Woodruff Sawyer

Balancing Profit and Purpose: The Rise of Public Benefit Corporations and Their D&O Risks

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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

Latham & Watkins LLP

Recent Developments for Directors - November 2024

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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

Woodruff Sawyer

Large Derivative Suit Settlements and Your Side A D&O Insurance

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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

Woodruff Sawyer

From Mars Back Down to Earth: Lessons from the Rescission of Elon Musk’s $55.8B Option Grant

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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

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

Neal, Gerber & Eisenberg LLP

Maximizing D&O Insurance for Coronavirus Shareholder Claims

Now is the time for policyholders to review their D&O policies. The global adverse economic impacts of the coronavirus pandemic and resulting stock market instability likely will lead to an uptick in securities class action...more

White and Williams LLP

Breaching the D&O Firewall: The Rise of Cybersecurity Regulations for Businesses and the Future Effects on D&O Insurance

For many D&O insurers, the risk of exposure posed by cybersecurity incidents involving their insureds has been unclear at best. Cybersecurity incidents, and the corresponding shareholder claims that follow, pose unique and...more

Morris James LLP

Delaware Public Policy Does Not Preclude D&O Insurance Coverage for Fraud

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In Arch Insurance v. Murdock, (Del. Ch. Mar. 1, 2018), a D&O insurance coverage dispute, the state Superior Court’s complex commercial litigation division reasoned broadly to hold that, absent a contrary choice of law clause,...more

Troutman Pepper Locke

“If at First You Don’t Succeed…” - Shareholders Keep Trying to Sue D&Os for Data Security Breaches

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Several high-profile lawsuits have been filed in recent years by shareholders seeking to hold corporate officers and directors liable for damage resulting from data security breaches. For example, directors and officers at...more

Farella Braun + Martel LLP

The Basics of Board Service: Sheila Ronning Demystifies the Fundamentals

Long before adding women to boards was a hot topic, Sheila Ronning, CEO and founder of Women in the Boardroom, believed in the importance of providing women the opportunity to serve and excel on corporate boards. Today, as...more

Bracewell LLP

Delaware Court Clarifies Director and Officer Liability in M&A Transactions

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In Chen v. Howard-Anderson, 87 A.3d 648 (Del. Ch. 2014), the Delaware Court of Chancery (Laster, V.C.) held that directors and officers can be held liable for their participation in a change-of-control transaction if their...more

Akin Gump Strauss Hauer & Feld LLP

Plaintiff’s Attorney’s Fees in Shareholder Suits Subject to Heightened Scrutiny (In re Theragenics Case)

It’s virtually inevitable: Within hours (or less) of a press release announcing a merger or acquisition involving a public company, a group of shareholders will file a class action lawsuit against the public company target’s...more

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