As everyone involved in D&O insurance claims knows, there are a number of frequently recurring coverage issues. But while many coverage issues often recur, the applicable legal principles continue to develop and change. There are resources (such as, for example, this blog) where important developments can be tracked, but sometimes what is called for is a single resource that collects the relevant developments in a single place. Fortunately for D&O insurance practitioners, there is resource that does just that. It is the “Directors & Officers Liability Insurance Deskbook” (about which refer here), an American Bar Association publication written by attorneys from the Clyde & Co. law firm and edited by Martin J. O’Leary of Clyde & Co. The book’s recently published Fifth Edition is a timely update. Every D&O liability insurance practitioner and indeed anyone looking for a quick and ready resource on D&O liability insurance coverage issues will welcome this updated edition.
Continue Reading Book Review: Directors & Officers Liability Insurance Deskbook (Fifth Edition)

Readers of this blog may have noted that from time to time I refer to “the D&O Insurance industry,” or to the “Professional Lines Insurance industry” but may not be sure what I was talking about. The good news is that for anyone who wants or needs to find out about the industry, there is now a book for that. It is called “Professional Lines Insurance: An Oral History,” with the subtitle “The People and Companies Who Built a Niche.” The book is available here. It would be conventional to say that the book was “written by” industry veteran Larry Goanos, but that would suggest that this is a conventional book – which it is not. It is more like a literary form of performance art with the professional lines insurance industry as its subject, and with Larry’s own personal industry experience as the central organizing theme. It is also a detailed account of many of the people who made the industry what it is today.
Continue Reading Book Review: “Professional Lines Insurance: An Oral History”

Several years ago when my wife (also a lawyer) and I were in London on holiday, we took the opportunity to visit Old Bailey, London’s famous criminal courthouse. We were fortunate on the day we visited to see a portion of rather sensational murder trial. The facts surrounding the underlying crime, while lurid, were also fascinating, but the most striking thing for us about the trial day we observed was the quality of the advocacy, which was absolutely brilliant. Witnessing the spectacle was a completely enthralling experience.
Continue Reading Book Review: “Court Number One: The Old Bailey Trials That Defined Modern Britain”

Whistleblowing has a long and respected tradition in the United States. In more recent times, whistleblowing and its protections have been part of several legislative schemes, including, for example, the creation in the Dodd-Frank Act of the SEC Whistleblower Program. The recent whistleblower complaint about President Trump’s July 2019 phone call with Volodymyr Zelensky, the President of Ukraine, underscores the continued important role of whistleblowing in the our political and business culture. As the events surrounding the recent whistleblowing complaint also show, whistleblowing is often regarded as a provocative act, and that, at a minimum, whistleblowing can be highly divisive.

A recently published book, “Crisis of Conscience: Whistleblowing in the Age of Fraud,”  written by journalist Tom Mueller, takes a detailed look at the role of whistleblowing in our culture, and the ways in which, despite all of the surrounding controversy, whistleblowing remains an indispensable part of maintaining order and enforcing our values and expectations.
Continue Reading  Book Review: “Crisis of Conscience: Whistleblowing in the Age of Fraud”

deskbookThose of us involved in the world of D&O liability insurance are well aware that the coverage issues often are technical and the relevant legal principles can change quickly as a result of evolving case law. It would be valuable for  practitioners in this area to have access to a reliable resource where the key principles are described and where the key case law authority can quickly be located. Fortunately, there is such a resource. It is the “Directors & Officers Liability Deskbook” (about which refer here), an American Bar Association publication written and edited by attorneys from the Sedgwick law firm. The book’s recently published Fourth Edition is a timely update. Every D&O liability insurance practitioner and indeed anyone looking for a quick and ready resource on D&O liability insurance coverage issuers will welcome this updated edition.
Continue Reading Book Review: Directors & Officers Liability Insurance Deskbook

fedsecurities-binderThe interpretation and application of the federal securities laws has in recent years proven to be a rapidly changing arena. For that reason, it is a particularly welcome development that the authors of the “Federal Securities Litigation: A Deskbook for the Practitioner” have released the latest update of their single-volume resource on litigation under the U.S. federal securities laws. The authors – Daniel Kramer and Audra Soloway of the Paul Weiss law firm, Jeff Hammel and David Brodsky of the Latham & Watkins law firm – have produced a fully updated version of the book, with changes reflecting important recent developments in the securities case law. The result is an updated volume that is clear, concise, and well-organized. Information about the 2016 update can be found here.
Continue Reading Book Review: Federal Securities Litigation

securities litigationIt is a truth universally acknowledged that a public company D&O insurance practice requires knowledge of the federal securities laws. And so like many others in our field, I have had to back-and- fill a working knowledge of the securities laws. Due to the way I acquired this knowledge, there are some bare spots – in particular, I sometimes am hamstrung because I lack the perspective that would allow me to see how it all fits together. So every now and then, I need to step back and reengage with the basics. All too often I find myself relying on the indifferent result of a Google search for this gap-filling. I have never really found a good, manageable source to use for caulking those securities law gaps. Until now, that is.
Continue Reading Book Review: “Securities Litigation: Law, Policy, and Practice”

money changes everythingRegular readers know that from time to time I publish my reviews of books that I have recently read. I also publish guest posts from time to time as well. In variance that combines these two practices, today I am posting a guest book review, by fellow Clevelander, attorney, and writer Mark Gamin. In this guest post, Gamin reviews the recent book by Yale School of Management Professor William N. Goetzmann entitled Money Changes Everything: How Finances Made Civilization Possible. I would like to thank Mark for his willingness to publish his guest post on this site. I welcome guest post submissions on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is Mark’s guest post.
Continue Reading Guest Book Review: Money Changes Everything: How Finance Made Civilization Possible

gehry bio coverDuring a March 2015 trip to Paris, I visited the city’s newest art museum, the Fondation Louis Vuitton (pictured below), which had opened the preceding November. The museum is located in the Bois de Boulogne, and is housed in a dramatic building designed by the famed American architect, Frank Gehry. The glass, wood and stone structure is built in the shape of sailboat sails inflated by the wind.

The building itself is a challenge for the art inside. The building is so massive and its style so flamboyant that the art inside is almost overwhelmed. The overall effect is that the art feels almost insignificant and ephemeral. At the time of my visit, this effect seemed discordant to me. On further reflection, however, I have decided that this effect is a tribute to the building’s power – the building itself is a work of art, one arguably more fully realized that the art objects it contains.
Continue Reading Book Review: Building Art – The Life and Work of Frank Gehry

cyber risksWe live in a world in which rapidly shifting technologies and communications modalities have changed the way we interact and conduct business. These new media and means of interaction have introduced innumerable benefits and efficiencies. Unfortunately, these new alternatives have down sides; among other things, they mean new risks and even liability exposures for both individuals and companies that use them. We are all well aware of what can happen to a company that experiences a major data breach. But the new technologies and communications approaches also introduce a host of other potential business liability risks and exposures.

In the new 2015 edition of their interesting and readable book Cyber Risks, Social Media and Insurance: A Guide to Risk Assessment and Management (here), Carrie Cope, Dirk E. Ehlers and Keith W. Mandell take a comprehensive look at the new technologies and communications approaches, review the changed liability environment that these new alternatives present, analyze the current state of the insurance marketplace for these various exposures, and make some projections about what may lie ahead.
Continue Reading Book Review: Cyber Risks, Social Media and Insurance