Companies that are serious about managing director and officer litigation risk have been adopting choice of forum provisions. Such provisions continue to permit shareholders to sue directors and officers if shareholders want...more
Securities class action activity in 2023 reflects the environment the business community is experiencing: Economic activity has slowed as companies deal with the high costs of doing business. In the first half of 2023, the...more
8 Reasons to Buy D&O Insurance -
1. Attracting New Directors: D&O insurance makes board seats more attractive.
2. Investor Requirements: Some venture capital and private equity firms require that their portfolio...more
Going public through a direct listing just got more attractive thanks to the recent Supreme Court ruling in Pirani v. Slack Technologies Inc. In a unanimous decision, the Court held that to bring a claim under Section 11 of...more
A New York business professor called it a “$300 million bar tab to hang out with Jay-Z.” A Delaware judge said that “by all accounts, it was a terrible business decision.”
Despite numerous red flags, Jack Dorsey’s company...more
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
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
The D&O liability landscape is poised to change—or not—depending on how the US Supreme Court rules in the long-running Section 11 case against Slack. The Supreme Court heard oral arguments in this case on April 17, 2023, and...more
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
Did senior executives at Silicon Valley Bank sell shares while in possession of material nonpublic information shortly before the demise of the company? If they did, they violated the federal laws against insider trading....more
While it’s true that the recent SPAC craze has significantly cooled, there are still more than 300 SPACs searching for a deal, according to SPAC Insider. The good news for those still searching for a deal is that there isn’t...more
A question that comes up at the time of an IPO is this: Should we place a tail policy on our private company D&O insurance? Although this is a complex question, the answer is straightforward: No, if you can avoid a past acts...more
The federal government has moved swiftly to stabilize the United States banking systems. The news that depositors with Silicon Valley Bank will have access to their funds means that innumerable companies are no longer...more
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's D&O DataBox™ Year-End Report provides insights about securities class action activities, developments, and historical trends—sourced from DataBox, our proprietary database and leading resource for securities...more
After two years of volatility, cyber liability prices finally appear to be normalizing due to factors that include a downturn in price increases and a lower frequency of ransomware attacks in 2022—all of which have resulted...more
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’s 2022 D&O Looking Ahead Guide forecasted pricing relief on the horizon. This forecast turned out to be accurate, making 2022 renewals much less painful than 2021 renewals. During the first six months of...more
How accurate is all the talk about never-ending inflation and an inevitable, brutal recession in 2023? Maybe not that accurate. The data seems to be telling a very different story. Earlier this month, Woodruff Sawyer hosted...more
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
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
In 2021, the Biden administration pledged to ramp up antitrust enforcement efforts through an executive order. The next year, the Department of Justice’s Assistant Attorney General Jonathan Kanter announced the agency would...more
In September 2022, the US Department of Justice released a memorandum that updates and revises its corporate criminal enforcement policies in conjunction with a speech delivered by Deputy Attorney General Lisa Monaco on...more
Woodruff Sawyer is the market leader when it comes to placing D&O insurance for companies going public. Experience matters when it comes to IPOs and direct listings. You want a specialist on your insurance brokerage team to...more
In addition to creating rules that govern both private and public companies, the Securities and Exchange Commission (SEC) uses an in-house, government legal system—Administrative Law Judges (ALJs)—to prosecute securities...more
10/13/2022
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Appointments Clause ,
Article III ,
Constitutional Challenges ,
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Jury Trial ,
Officers of the United States ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
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Subject Matter Jurisdiction