Regular readers know that I post frequently on this site on whistleblower-related topics. However, my discussion of whistleblower-related topics is generally focused on whistleblowing in the U.S. There have been significant recent whistleblower-related developments outside the U.S. For example, and as discussed in detail in the following guest post, a draft whistleblower protection act is now circulating in Germany. If adopted the new act could have significant implications, as discussed below. This guest post was written by Frank Hülsberg, who is a Chartered Accountant and Tax Advisor in Düsseldorf, Partner Advisory and Member of the Executive Board at Grant Thornton AG Wirtschaftsprüfungsgesellschaft in Germany, and Burkhard Fassbach, a D&O-lawyer in private practice in Germany. I would like to thank Frank and Burkhard for allowing me to publish their article on this site. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is Frank and Burkhard’s article.
Continue Reading Guest Post: What Board Members Need to Know About the New German Whistleblower Protection Act
As I have noted in prior posts (most recently 
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The global COVID-19 pandemic is now into its third year and it continues to affect the economy and the business environment. The following guest post takes a look at the pandemic’s continuing impact and reviews the possibility that the ongoing effects could increase the number of corporate insolvencies in the UK. This paper was written by Thomas Harris, a Senior Underwriter in the London D&O team of Berkshire Hathaway Specialty Insurance UK; Ben Barker, head of Executive & Professional Lines Claims, Berkshire Hathaway Specialty Insurance UK; James Wickes, a Partner in RPC’s FI/D&O team in London; and Paul Bagon, a Partner in RPC’s Restructuring & Insolvency team in London. A version of this article was recently published as BHSI /RPC client alerts via their LinkedIn homepages. 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.
In the wake of the U.S. Supreme Court’s Cyan decision, corporate defendants faced the risk of wasteful and duplicative federal and state court securities litigation. In order to address this concern, corporate reformers suggested that companies should adopt provisions in their corporate charters designating an exclusive federal forum for securities litigation. The Delaware Supreme Court upheld the facial validity under Delaware law of federal forum provisions in the Sciabacucchi decision, but the question remained whether the courts in other jurisdictions would enforce the provisions. A number of courts in California and New York did subsequently uphold the provisions, but these were all trial court rulings.
If there is one current topic that commands the attention of investors and other corporate stakeholders these days, it is ESG. ESG-related issues have of course previously led to securities suits and other types of D&O claims. However, amidst the current heightened focus on ESG, there is still a great deal of uncertainty about what ESG-related D&O claims might look like.
While it may or may not be true, as