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: Outside Director Liability

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Outside Director Accountability

Posted in Outside Director Liability
Outside corporate directors named as defendants in D&O litigation are rarely required to pay settlements or judgments out of their own personal assets, as prior research has shown. But the question of how frequently outside directors are held liable is a different question from the question of whether and to what extent directors are held … Continue Reading

Outside Director Exposure for Disclosure Violations

Posted in Outside Director Liability
From time to time, the SEC reiterates its view of the critical role companies’ outside directors play in safeguarding investors’ interests. Nevertheless, it has been relatively rare for SEC to pursue enforcement actions against outside directors based on an alleged failure to fulfill that role, at least in connection with disclosure violations. A recent enforcement … Continue Reading

Court Approves Outside Directors’ Massive Settlement in Peregrine Systems Securities Suit

Posted in Outside Director Liability
In what may be the largest ever outside director securities lawsuit case settlement, on July 13, 2009, Southern District of California Judge Roger R. Benitez preliminarily approved the six settling outside directors’ $55.95 million settlement of the claims pending against them in the Peregrine Systems securities class action lawsuit. The July 13 order can be … Continue Reading

Outside Director Liability: SEC Enforcement Action

Posted in Options Backdating, Outside Director Liability
From the earliest days of the options backdating scandal, one of the recurring questions has been the potential extent of outside director liability exposure (refer, for example, here). On September 17, 2008, In a development that may also have significant implications for more recent events, the SEC filed settled options backdating-related charges against three former … Continue Reading

Outside Directors: Optimal Insurance for Changing Liability Exposures

Posted in Outside Director Liability
In a recent post on his SEC Actions blog entitled “Trends in Securities Class and Derivative Actions Suggest Proactive Steps for Directors and Officers” (here), Thomas Gorman of the Porter Wright law firm reviews a number of trends that potentially could threaten the interests of directors and officers. Gorman’s blog post references the rising level … Continue Reading

Outside Director Exposure: A Recent Settlement Raises Alarms

Posted in Outside Director Liability
Since the well-publicized settlements in the Enron and WorldCom cases, where individual directors were required to contribute toward settlement out of their own assets without recourse to indemnity or insurance, outside director exposure has been a hot topic (refer here for my prior discussion of those settlements). In addition, the SEC’s recent statements about pursuing … Continue Reading

Outside Director Liability: Recent SEC Enforcement Action

Posted in Outside Director Liability
In a recent post (here), The D & O Diary examined the SEC’s decision not to pursue an enforcement action against the outside directors of the Hollinger International and examined what this move might suggest about the potential liability and enforcement action exposure for outside directors of companies caught up in the options backdating scandal. … Continue Reading

Developments in Outside Director Liability

Posted in Outside Director Liability
As the various corporate scandals have unfolded, one of the concerns has been whether changing laws and attitudes may mean that outside directors face increased exposure to shareholder claims and enforcement actions. (See my prior article on the topic here.) One of the elements of this concern has been the statements of various regulatory officials … Continue Reading

News About (and From) Plaintiffs’ Lawyers

Posted in Outside Director Liability, Plaintiffs' Bar
According to Gerald Silk of the Bernstein, Litowitz, Berger & Grossman firm, options backdating is a "make-or-break issue." Silk is not talking about the interests of aggrieved shareholders –he means that options backdating is a really big deal for the plaintiffs’ bar. His comments appear in a July 24, 2006 article entitled "Plaintiffs’ Lawyers Jockey … Continue Reading

Updates and Notes

Posted in Options Backdating, Outside Director Liability, SOX Whistleblower
Options Backdating Litigation Update: On June 19, 2006, the Kaplan Fox & Kilsheimer law firm initiated a new securities fraud class action lawsuit against Brooks Automation and several of its directors and officers, based on options backdating allegations. With the addition of the Brooks Automation lawsuit, the number of companies named in securities fraud class … Continue Reading