It is generally understood that corporate directors act in a fiduciary role in performing their board duties. But to whom do directors owe their fiduciary duties? That was the question asked in a November 8, 2013 decision from the North Carolina Supreme Court, in which the Court reversed a trial verdict and post trial motion
CEOs’ Personal Lives and Corporate Risk
It is not news that the choices CEOs make can significantly impact the companies they lead. But at least according to a recent academic study, CEOs’ ability to affect their companies is not limited just to the decisions they make in their corporate posts, but also includes decisions they make in their personal lives. According to
The Responsible Corporate Officer Doctrine Gets an Administrative Extension
One of the more troublesome trends in recent years has been the increasing willingness of lawmakers and regulators to try to impose liability on corporate officials without regard for the requirements of the corporate form and even without reference to whether the officials are culpable in any way. (Refer here for my most recent discussion
Goldman Sachs Must Advance Criminal Defense Fees of Former Employee Accused of Stealing Computer Code from the Company
In an October 22, 2013 opinion (here) that underscores the important distinction between indemnification and advancement and that highlights the sometimes surprising extent to which corporate officials are entitled to advancement of their attorneys’ fees when claims are filed against them, District of New Jersey Judge Kevin McNulty held that Goldman Sachs must
InSights: What to Watch in the World of D&O
Every fall, I put together a list of the current hot topics in the world of Directors and Officers (D&O) Liability Insurance. In the latest issue of InSights (here), I review the critical issues to watch now in the world of D&O. This year’s list includes several key regulatory and litigation developments as well
U.S. Regulation, Express Delivered Overseas
In a series of recent conversations with industry colleagues around the world, one of the recurring themes has been the growing risk of regulatory investigation and enforcement action companies outside the U.S. are facing. One very particular aspect of the companies’ growing risk is that it frequently is the case that the increased risk may
PLUS Professional Liability Regional Symposium in Zurich, October 9-10, 2013
I want to make sure that all readers – particularly those based outside the U.S. — are aware of an upcoming Professional Liability Underwriting Society (PLUS) event.
On October 9-10, 2013, PLUS will be sponsoring an educational and networking event in Zurich. The Professional Liability Regional Symposium will address a wide range of
Notes from Around the Web and Around the World
Canadian Courts May Attract Securities Claims, But Claimants Still Must Show They Belong There: Much has been written (on this site and elsewhere) about the possibility that Canada might become a destination for would-be securities plaintiffs. That perspective gained an apparent boost in March 2012, when the Ontario Court of Appeals held that the liability
What to Watch Now in the World of D&O
Every fall, I take a step back and survey the most important current trends and developments in the world of Directors’ and Officers’ liability and D&O insurance. This year’s survey is set out below. Once again, there are a myriad of things worth watching in the world of D&O.
How Will the Interrelatedness Issue
UK Ministry Proposes Expanding Director Liability.
As part of its scheme to improve corporate transparency and director accountability, a UK government ministry has proposed what UK Business Secretary Vince Cable calls “tough measures” to “give the public greater confidence that irresponsible directors will face consequences for their actions.” These proposals, if adopted, could significantly increase UK corporate directors’ liability exposures in