News & Analysis as of

D&O Insurance Shareholders Fiduciary Duty

Wiley Rein LLP

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

Wiley Rein LLP on

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

Farella Braun + Martel LLP

Reporting Dispute Claims Within Closely Held Wineries

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

Farella Braun + Martel LLP

Disputes Between Shareholders May Not Be Governed by Fiduciary Duties but Could Be Covered by Insurance

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

Kerr Russell

Court Ruling Offers New Consideration For Corporate Officers, Directors And LLC Managers

Kerr Russell on

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

Wiley Rein LLP

Alleged Breach of Fiduciary Duty Not a “Securities Claim”

Wiley Rein LLP on

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

Lowenstein Sandler LLP

California Court Broadens A D&O Policy’s Bump-Up Exclusion To Bump Out Coverage

Lowenstein Sandler LLP on

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

Locke Lord LLP

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

Locke Lord LLP on

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

Carlton Fields

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

Carlton Fields on

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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