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 of average class action securities settlements. He also reviews in interesting detail the increasing level of recent derivative settlements. The post also discusses the recent Just for Feet settlement (about which see my prior detailed commentary here). The SEC Actions blog post concludes with the comment that “all of this suggests that directors and officers would do well to take proactive steps to protect themselves.” Among other steps, “D & O policies should be reviewed” focusing on “the amount and scope of coverage.”
Consistent with this recommendation to consider the scope of D & O coverage as part of an overall effort to protect corporate officials in the current changing exposure environment, in the latest issue of InSights (here), I take a closer look at the changing exposures of outside directors in particular, and I also review the critical insurance options available to provide outside directors with optimal insurance protection.
Effective Governance: Sixteen Men on a Dead Man’s Chest?: I suspect that many D & O Diary readers will be interested to know about the May 2, 2007 article by Peter Leeson of the West Virginia University Department of Economics, entitled “An-arrgh-chy: The Law and Economics of Pirate Organization” (here). The author’s abstract describes the paper as follows:
This paper investigates the internal governance institutions of violent criminal enterprise by examining the law, economics, and organization of pirates. To effectively organize their banditry, pirates required mechanisms to prevent internal predation, minimize crew conflict, and maximize piratical profit. I argue that pirates devised two institutions for this purpose. First, I analyze the system of piratical checks and balances that crews used to constrain captain predation. Second, I examine how pirates used democratic constitutions to minimize conflict and create piratical law and order. Remarkably, pirates adopted both of these institutions before the United States or England. Pirate governance created sufficient order and cooperation to make pirates one of the most sophisticated and successful criminal organizations in history.
Hat tip to the Ideoblog (here) for the link to the article.