As readers of this blog know, from the very early days of the coronavirus outbreak COVID-19 related D&O lawsuits have been filed. Just as there have been new variants of the virus itself over the course of the pandemic, there have also been variants of the D&O lawsuits. The most recent variant of the COVID-19-related D&O lawsuit is the Delaware Chancery Court complaint filed earlier this month, in which the plaintiff in the derivative action alleges that corporate insiders profited by taking advantage of a drop in the company’s share price to grant themselves lucrative stock options. A copy of a redacted version of the shareholder plaintiff’s July 9, 2021 complaint can be found here. A copy of a July 21, 2021 Proskauer law firm blog post about the lawsuit can be found here. Continue Reading A New COVID-19-Related D&O Lawsuit Variant

In the third in a series of podcasts discussing the impact of the Biden Administration on the world of directors’ and officers’ liability and insurance, my good friends Carl Metzger of the Goodwin Procter law firm and Rob Yellen of Willis Towers Watson and I recently recorded a session that is now available in a July 22, 2021 post on the PLUS Blog, here. In this 28-minute long, best-of-the-series podcast, we discuss the Biden Administration’s use of executive orders, the SEC’s rulemaking priorities, and how basic changes such as a more active enforcement environment and the increase in economic inflation – as well as the presence of new insuring capacity — may affect the D&O insurance industry. I would like to thank the Professional Liability Underwriting Society for hosting the podcasts, and I would like to thank Carl and Rob for making this series such an interesting and enjoyable experience.

There are a lot of different ways you might look at securities class action litigation settlement data. You might, for example, look at average or median settlement amounts. You might look at the data in the aggregate. Or you could look at it geographically – say, according to the U.S. state in which the case was pending. That is exactly what ISS Securities Class action Services has done. In its latest report, entitled “The Largest U.S. Settlements By State,” the authors identify the largest settlement by U.S. state. The report is interesting and does answer a question that does come up from time to time. A copy of the report can be found here. Continue Reading Looking at the Largest Securities Suit Settlements by State

As this blog’s readers know, one of the important corporate governance developments in recent months has been the heighted focus on board diversity. As part of this focus, several states have enacted statutory requirements addressing board diversity. The following guest post from Jessie K Liu, Susan Saltzstein, Lauren Aguiar and Tansy Woan of the Skadden, Arps, Slate, Meagher & Flom LLP law firm take a look at the various state and regulatory initiatives, and provide a survey overview of the relevant state legislation. This article updates a prior Skadden client alert. I would like to thank the authors for allowing me to publish their article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is the authors’ article. Continue Reading Guest Post: Diversity in the Corporate Boardroom:  A Current Scorecard

From the outset, it has been clear that certain issues are going to be top-of-the-agenda items for the Biden Administration, including, for example, climate change, diversity and inclusion, and cybersecurity. In a July 9, 2021 Executive Order (here), the White House made it clear that competition is also going to be a priority as well. The President’s Executive Order sets out a broad range of initiatives that will impact a wide array of industries across the American economy. As discussed below, the new Executive Order has important implications for companies and their executives; among other things, the initiatives proposed in the order could lead to heightened D&O claims risk and exposure. Continue Reading New Executive Order Means Increased Regulatory Action and Increased Follow-on D&O Claims Risk

As I noted in a prior post, last week the SEC filed an enforcement action against Stable Road Acquisition Corp., a special purpose acquisition company (SPAC), and its intended merger target, Momentus, relating to Momentus’s alleged misrepresentations, as well as Stable Road’s alleged lack of due diligence. Perhaps inevitably, a plaintiff shareholder has filed a securities class action lawsuit against Stable Road; Momentus; and other defendants, adding to the growing number of SPAC-related securities suits that have been filed this year. A copy of the July 15, 2021 complaint in the new securities lawsuit can be found here. Continue Reading SPAC Subject to SEC Enforcement Action Hit with Follow-On Securities Suit

In its June 21, 2021 decision in Goldman Sachs Group, Inc. v. Arkansas Teacher Retirement System (discussed here), the U.S. Supreme Court provided important guidance regarding price impact evidence at the class certification stage of securities class action litigation. In the following guest post, Nessim Mezrahi, Stephen Sigrist, and Carolina Doherty discuss class certification implications of price impact in securities class actions pursuant to the Goldman Sachs decision. Mezrahi is cofounder and CEO, Sigrist is VP of data science, and Doherty is VP of business development at SAR. A version of this article previously was published in Law360. I would like to thank the authors for allowing me to publish their article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is the authors’ article.

Continue Reading Guest Post: Q2 Stock Drop Stats Buoy High Court’s Goldman Ruling

In a series of statements, comments, and staff actions, the SEC has in recent months evinced a growing concern with SPAC-related activities in the financial marketplace. The agency has now brought its first SPAC-related enforcement action (at least during the current era) against Momentus, Inc., a SPAC-merger target; Stable Road Acquisition Corp., the SPAC itself; and several other participants involved in the SPAC transaction, including the SPAC sponsor. This proceeding may be the first of many. The SEC’s July 13, 2021 press release about the proceedings can be found here. The SEC’s administrative order instituting cease-and-desist proceedings can be found here. The SEC’s separate civil action complaint against the CEO of the merger target can be found here. Continue Reading SEC Charges SPAC, Merger Target, and Others with Securities Law Violations

In recent posts (here and here), I have noted the securities class action lawsuits that have been filed against U.S.-listed Chinese companies following a crackdown by the Chinese cybersecurity regulator. Now yet another U.S.-listed Chinese company has been hit with a securities suit following the cybersecurity regulator’s actions. On July 13, 2021, a plaintiff shareholder filed a securities class action lawsuit against 360 DigiTech, a Chinese company with securities listed on NASDAQ, following news that the company’s app had been removed from major app stores following Chinese investigations of a number of companies’ data security practices. The July 13, 2021 complaint can be found here. Continue Reading Another U.S.-Listed Chinese Company Hit with Securities Suit Following Cybersecurity Regulator Crackdown

After the news emerged last week that Chinese cybersecurity regulators had cracked down on the ride-sharing firm DiDi Global shortly after the company completed its U.S. IPO, the company was hit with a U.S. securities class action lawsuit. However, DiDi was not the only Chinese company that recently completed a U.S. IPO that was targeted by the Chinese regulator. Two other Chinese companies that completed U.S. IPOs in June – Full Truck Alliance Co. Ltd. and Kanshun Limited – were both also notified that their companies were under review by the cybersecurity regulator. And now both of these companies have also been hit with U.S. securities class action lawsuits, as discussed below. Continue Reading Two More Chinese Companies Hit with U.S. Securities Suits Following Post-IPO Crackdown by Chinese Regulator