“Monsters, Inc.” y el buen gobierno corporativo
Marketing Minute Video with NP Strategy: Mastering Stakeholder Engagement
Conflictos de interés en Colombia, nueva regulación
Announcing Troutman Pepper's New Payments Pros Podcast! - The Consumer Finance Podcast
The Fundamentals of Shareholder Litigation
How ESG and Election Law Intersect: Putting the ‘S’ in ESG
Taking the Pulse, A Health Care and Life Sciences Video Podcast | Episode 143: Paul Sheils, CEO, Fluent
Podcast: The Legal Battle Over Mifepristone - Diagnosing Health Care
The Informed Board Podcast | How the SEC Is Making it Harder To Exclude Shareholder Proposals and What This Means for ESG This Proxy Season
The Informed Board Podcast | Pass-Through Voting: Empowering Shareholders or Increasing the Influence of Proxy Advisors?
Morgan Horvitz of Galloway on gaining attorney engagement in key marketing and BD programs - Passle's CMO Series Podcast
Podcast: Direct Access Laboratory Testing: Navigating the Regulatory Landscape – Diagnosing Health Care
Leveraging Data and Technology to Achieve Scalable Food Service
In the Boardroom With Resnick and Fuller - Episode 4
Legal Alert | DOL Opens ESG Door: What Does It Mean for Plan Fiduciaries?
This Am Law 150 partner's niche blog helped him build a seven-figure book of business - Legally Contented Podcast
In the Boardroom With Resnick and Fuller - Episode 1
Change of Control: Golden Parachute Rules in the Sale Process
10 Things Lawyers Should Know About BVI Transactions
Litigation developments: federal forum provisions
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
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
In a significant ruling of first impression, Solera Holdings, Inc. v. XL Specialty Insurance Co. (“Solera”), the Delaware Superior Court recently held that a corporation might find coverage in its directors and officers...more
Section 141(d) of the Delaware General Corporations Law (DGCL) allows the certificate of incorporation (COI) of a Delaware corporation to confer upon one or more directors voting powers greater than or less than those of...more
On November 30, 2018 Marriott International announced that hackers gained “unauthorized access” to the Starwood brand reservation database, potentially compromising the accounts of approximately 500 million guests. According...more
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
In In re Palmaz Scientific Inc., the bankruptcy court for the Western District of Texas determined that a confirmed plan of reorganization would not stop a group of investors from pursuing direct (non-derivative) claims...more
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
In early September, Equifax disclosed a now well-known data breach that ultimately affected a reported 146 million customers in the United States. The breach allegedly occurred in May 2017, as a result of an online security...more
Directors and officers (D&Os) of troubled companies should be highly sensitive to D&O insurance policies with Prior Act Exclusion. While policies with such exclusion may be cheaper, a recent decision by the U.S. Court of...more