A view of the mainland from Penang

The D&O Diary’s Asia Pacific tour concluded earlier this week with a stop on the Malaysian island of Penang, which is located just off the northwest coast of peninsular Malaysia. The island’s rich cultural heritage and legendary food made Penang a particularly enjoyable place to visit as my last stop before heading home.

Continue Reading Malaysia

Earlier this year three large U.S. banks failed in a sequence of events that has been called The Banking Crisis of 2023. While federal regulators acted decisively and forcefully to prevent the bank failures from triggering a contagion event, the underlying problems that caused the three banks to fail continued to trouble many other U.S. lending institutions. Among the banks that faced continued challenges and continuing questions is the California-based bank Pac West, which in July 2023 announced that as a way to try to deal with its woes it was being acquired by the Bank of California. Now, a plaintiff shareholder has filed a securities class action lawsuit against Pac West and certain of its directors and officers alleging misrepresentations in connection with the events surrounding the other banks’ failures ad leading up to the July merger. The new lawsuit is the latest example of the ways in which ongoing issues in the banking sector are leading to securities class action lawsuit filings. A copy of the new complaint can be found here.

Continue Reading Regional Bank Hit with Banking Crisis-Related Securities Suit

Every now and then it is worthwhile to go back to the basics. In the following guest post, Greg Markel, Gina Ferrari, and Sarah Fedner, all of the Seyfarth Shaw law firm, review the basic building blocks of corporate governance duties and discuss ways for directors and boards to avoid violating the duties. 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: Essential Corporate Governance Duties and How To Avoid Violating Them

The D&O Diary is on assignment in the Asia Pacific region this week, with a first stop in the beautiful Australian city of Sydney. Even though it was still Southern Hemisphere late winter/early spring while I was in Australia, the weather was beautiful and even summerlike. I was fortunate that my meeting schedule in Sydney allowed me a little bit of time to enjoy the weather and the sunshine, as the pictures below reflect.

Continue Reading Sydney

In the latest development in a short but very interesting sequence of events in a recently filed SPAC-related securities lawsuit, a federal district court judge in the Southern District of Florida has directed a magistrate judge to consider whether the plaintiff’s firm that filed the lawsuit must show cause that it didn’t violate and bar or local rules in allegedly soliciting the plaintiff on whose behalf the law firm filed the complaint.

Continue Reading Plaintiff Law Firm’s Client Solicitation Practices to Face Scrutiny

As the phenomenon of ESG-related litigation has developed and evolved in recent months, it has unfolded that the lawsuits are not, as was expected, being filed against ESG laggards, but instead are being filed against companies that were proactive on ESG-related issues. One of the cases illustrating this development is the securities lawsuit filed against the consumer products company Unilever, based on allegations that the company had failed to disclose a resolution passed by the independent board of its Ben and Jerry’s subsidiary to end ice cream sales in occupied Israeli territories. On August 29, 2023, In a ruling that suggests that these kinds of ESG-related cases could face challenges, Southern District of New York Judge Lorna Schofield granted the defendants’ motion to dismiss the lawsuit, on the grounds that the plaintiff had failed to sufficiently plead scienter. A copy of the August 29 opinion and order can be found here.

Continue Reading ESG-Related Suit Against Unilever Based on Ben & Jerry’s Board’s Resolution Dismissed

In my recent roundup of the top stories in the world of directors’ and officers’ liability and insurance, I noted that a host of macroeconomic factors – such as supply chain disruptions and labor supply constraints — continue to weigh on companies and, in some instances, translate into securities class action litigation. I have also noted in numerous prior posts how COVID-19 has itself resulted in securities lawsuit filings. In the latest example of a securities suit filing resulting from these various phenomena, last week a shareholder plaintiff filed a securities lawsuit against the robotic aircraft systems development and service company AeroVironment after the company delivered disappointing results due to supply chain woes resulting from COVID-19. The complaint is both representative of these types of cases and illustrative of how these kinds of concerns, even after a significant time lag, can result in a current securities lawsuit filing. A copy of the plaintiff’s August 30, 2023, complaint can be found here.

Continue Reading Robotic Aircraft Company Hit with COVID-19 and Supply Chain-Related Securities Suit

Every year after Labor Day, I take a step back to survey the most important current trends and developments in the world of Directors’ and Officers’ liability and insurance. This year’s review is set out below. As the following discussion shows, this is a particularly interesting time in the world of D&O.

Continue Reading What to Watch in the World of D&O