The D&O Diary

The D&O Diary

A PERIODIC JOURNAL CONTAINING ITEMS OF INTEREST FROM THE WORLD OF DIRECTORS & OFFICERS LIABILITY, WITH OCCASIONAL COMMENTARY

Category Archives: Articles

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Updates and Notes

Posted in Articles
More About Foreign Claimants, Foreign Companies: In earlier posts (here and here), I discussed issues arising as a result of foreign litigants suing foreign domiciled companies in securities class action lawsuits in U.S. courts. These issues were involved in a recent opinion in a case pending in the Southern District of New York. In a … Continue Reading

Web Notes and Updates

Posted in Articles
Chinese Checkered: In an earlier post (here), I reviewed the recent checkered track record of Chinese companies listed on the U.S. securities exchanges, including in particular Chinese IPOs. A December 2007 Dewey & LeBoeuf article entitled “China’s Top Ten at the Corporate Governance Bottom” (here) sounds many of the same themes as my prior post. … Continue Reading

Cornerstone Releases Year-End 2007 Securities Litigation Report

Posted in Articles
As the latest of the year-end 2007 securities lawsuit reports (including my own, here), Cornerstone Research has released (here) its 2007 report on securities class action filings. Cornerstone’s January 3, 2008 press release describing the report can be found here. The numbers in the Cornerstone report differ from those in the previously released year-end report … Continue Reading

Top Ten D & O Stories of 2007

Posted in Articles, D & O Insurance
With the year-end fast approaching, it is time to take a look back and review the top D & O stories of 2007. It was an eventful year, with some important developments that will have implications for the year ahead, and perhaps for years to come. Here are the top stories, with the year’s most … Continue Reading

Updates and Notes

Posted in Articles
Options Backdating Developments: On December 21, 2007, McAfee announced (here) that it had reached a tentative settlement in the pending federal and state derivative lawsuits related to its options practices. The company said that it “has accrued $13.8 million” that amounts “related to expected payments pursuant to the tentative settlement.” The company’s press release does … Continue Reading

Yukos Shareholders Case Dismissed

Posted in Articles
In prior posts (refer here), I have discussed the jurisdictional issues and other questions arising when foreign domiciled companies are sued in securities lawsuits in U.S. courts. But the November 26, 2007 opinion (here) in the Yukos shareholders’ lawsuit raises some unique and uniquely interesting issues. And as discussed further below, other companies are wrestling … Continue Reading

Web Notes: Backdating, Subprime, “F-cubed” Claimants, and More

Posted in Articles
Thanksgiving is nigh, but big things are still happening. The Apple options backdating derivative complaint has been dismissed, AIG has been sued in a subprime-related derivative lawsuit, the Non-U.S. claimants were excluded from the Royal Dutch Shell Class, a leading plaintiff’s lawyer had some interesting things to say about subprime lawsuits, and a disappointed busted … Continue Reading

Notes from Around the Web

Posted in Articles
Foreign Institutional Investors Opt-In to U.S. Securities Litigation: In an earlier post (here), I discussed the involvement of foreign institutional investors in U.S.-based securities class actions, and the fact that courts are certifying classes including foreign investors who bought shares overseas, at least foreign investors from countries whose courts it is believed would recognize the … Continue Reading

Stock Trading Plans Remain Under Scrutiny

Posted in Articles
In an earlier post (here), I took a look at recent research questioning whether corporate officials may be abusing the Rule 10b5-1 share trading safe harbor. SEC Enforcement Director Linda Thomsen said at the time that the SEC is looking hard at the issue. But months have now passed without further SEC action and questions … Continue Reading

More Subprime Lawsuits

Posted in Articles
Regular readers know that I have been maintaining a list (here) of subprime lending-related securities class action lawsuits. A cluster of new subprime lending lawsuits arrived this week, and these new lawsuits suggest additional directions in which the suprime lending litigation wave may be heading. First, a lawsuit filed in behalf of employees of Countrywide … Continue Reading

Notes From Around the Web

Posted in Articles
The Kobi Watch: The recent news of the options backdating-related criminal conviction of Gregory Reyes, the former CEO of Brocade Communications, made me wonder what was happening with another former CEO caught up in the backdating brouhaha. When we last checked in on Kobi Alexander (prior post here) the fugitive former head of Comverse Technology … Continue Reading

A Week’s Worth of D & O News

Posted in Articles
I was only away one week, but even in that short time there were many interesting developments in stories I have been following on this blog. Here is a news round-up, in no particular order: NASDAQ’s Private Portal Approved: In an earlier post (here), I discussed the arrival of private securities markets, where accredited investors … Continue Reading

The New Private Securities Exchanges

Posted in Articles
The July 17, 2007 Wall Street Journal reports (here, subscription required) that private equity firm Apollo Management L.P. will (after selling a portion of the firm to the Abu Dhabi Investment Authority) be listing its shares on the new Goldman Sachs private securities exchange. The Apollo listing follows a couple of months after Oaktree Capital … Continue Reading

Delaware Chancery Court Dismisses Options Backdating Derivative Case

Posted in Articles
In the options backdating related derivative case pending in Delaware Chancery Court involving Sycamore Networks as nominal defendant, Vice Chancellor Leo E. Strine, Jr. granted the defendants’ motion to dismiss, in an opinion (here) that carefully distinguished the earlier Delaware Chancery Court dismissal denials in the Ryan v Gifford (Maxim Integrated Products) case and the … Continue Reading

Buyout Boom By-Product: Lawsuits

Posted in Articles
As the number and magnitude of buyout deals has continued to grow, shareholders have become increasingly restive. Shareholders seem increasingly inclined to demand, and in some cases successfully compel, a larger acquisition price for the target company. For example, Biomet shareholders successfully compelled the company’s would-be private equity acquirers to increase their $10.9 billion buyout … Continue Reading

Meanwhile, Back in Namibia…

Posted in Articles
Over the last few days, the papers have brimmed with news about developments in the Apple options backdating investigation (more about which below). But in the meantime, Kobi Alexander, the fugitive former head of Comverse Technology, has been holed up in Namibia. Alexander is free on bail while fighting extradition to the U.S. where he … Continue Reading

Notes from Around the Web

Posted in Articles
Lead Enron Plaintiff Moves to Dismiss Vinson & Elkins: In the serial retelling of the Enron collapse, the company’s outside professionals have been popular scapegoats, and among the most prominent targets has been the company’s former law firm, Vinson & Elkins. According to reports (here), between 1997 and 2001, Enron paid the law firm $162 … Continue Reading

Notes from Around the Web

Posted in Articles
Stock Option Exercise Backdating: To date, the focus of the options timing scandal has been on the backdating of option grant date. But an October 30, 2006 New York Times article entitled “Dodging Taxes is a New Stock Option Scheme” (here, registration required) reveals that a new area of investigatory focus is the timing of … Continue Reading

Notes from Around the Web

Posted in Articles
The D & O Diary has had numerous posts commenting on the possible reasons for the YTD 2006 decline in the number of securities class action lawsuits (most recent post here). D & O maven and prominent coverage attorney Dan Bailey of the Columbus, OH law firm of Bailey Cavalieri has recently formulated his own … Continue Reading

Individuals’ Settlement Contributions and Other Notes From Around the Web

Posted in Articles
Individual Settlement Contributions: When the Enron and WorldCom consolidated class action settlements were announced, much was made of the fact that individual directors and officers were compelled to contribute to those settlements out of their own assets without recourse to insurance or indemnity. This occasioned debate about whether the requirement for individuals’ settlement contribution represented … Continue Reading