News & Analysis as of

Shareholders Insurance Litigation

Woodruff Sawyer

Looking Ahead to 2025: Navigating a Shifting D&O Insurance Landscape

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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

Allen Matkins

Is Your Directors And Officers Liability Coverage Illusory?

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Many corporations pay significant amounts for directors and officers liability policies.  Commonly referred to as D&O policies, these policies usually involve three sides.  Directors and officers are likely to have the most...more

Allen Matkins

Has Your Corporation Unwittingly Agreed To Indemnify Its "Executives"?

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The "usual suspects" when looking for director and officer indemnification requirements are...more

Wiley Rein LLP

Bump-Up Provision Bars Coverage for Settlement of Post-Merger Claims by Shareholders of Target Company

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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

Wiley Rein LLP

Insurers Owe Coverage for Settlement Despite Bump-Up Provision

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Applying Delaware law, the Superior Court of the State of Delaware has held that a bump up provision did not bar coverage of a settlement that resolved claims asserting breaches of fiduciary duty. On December 4, 2019, the...more

Rivkin Radler LLP

Insurance Update - August 2023

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Mental state, in some form, is the common theme running through our first three cases this month. The Fifth Circuit decides whether directors and officers of an ice cream company, accused of breaching their fiduciary...more

Kennedys

Stillwater: Delaware Supreme Court addresses choice of law principles and insurance coverage for shareholder appraisal actions

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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

Wiley Rein LLP

Exception to Insured v. Insured Exclusion for “Any Claim Brought by” Certain Former Directors Does Not Apply to Restore Coverage...

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In a win for Wiley’s client, the California Superior Court has held that an exception to an insured v. insured exclusion for “any Claim brought by any director . . . of a Company who has not served in such capacity . . . for...more

Carlton Fields

Delaware Court Finds Appraisal Proceeding Is Not a Claim “for a Wrongful Act” and Dismisses $177M Coverage Action

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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

Wiley Rein LLP

Coverage for Stockholder Suits Not Barred By Prior Acts Exclusion or Bump-Up Provision

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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

Carlton Fields

Seventh Circuit Reverses Prior Ruling After Reexamining Exclusion Clause

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After a panel rehearing, the Seventh Circuit in Emmis Communications Corp. v. Illinois National Insurance Co., No. 18-3392 (7th Cir. Aug. 21, 2019), vacated a prior judgment and withdrew an opinion issued in July 2019,...more

Bass, Berry & Sims PLC

Chris Lazarini Analyzes "Common and Usual Meaning" Interpretation of Insurance Contracts

Bass, Berry & Sims attorney Chris Lazarini analyzed a case in which UBS Puerto Rico sought to overcome its insurance carriers' refusal to defend and provide coverage for two civil actions, settlements with the SEC and FINRA...more

Carlton Fields

New Jersey State Court Refuses To Bind Plaintiffs To A Bermuda Court Judgment Where They Were Not Parties To That Action

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A New Jersey state court recently held that the former shareholders of an insurance holding company suing its E&O insurers were not bound by a Bermuda court’s prior judgment where they were not parties to the suit in which...more

Carlton Fields

Who is an Insured and What is a Claim? Circuit Courts Offer Guidance in Applying the “Insured vs. Insured” Exclusion in D&O...

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Typical directors and officers (“D&O”) liability policies exclude from coverage claims brought by one of the company’s directors or officers against another, or between the company and any of its directors or officers. The...more

Carlton Fields

Eleventh Circuit Affirms Summary Judgment for Insurer Based on "Other Capacity" Exclusion

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On June 22, the Eleventh Circuit affirmed the grant of summary judgment in favor of National Union Insurance Company of Pittsburgh, Pa., in an action where the insured sought $10 million in coverage under a D&O policy. The...more

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