In the following guest post, Ulrike Binder, a corporate partner in Mayer Brown’s Frankfurt office, Jan Kraayvanger, a partner in Frankfurt office of Mayer Brown’s Litigation & Dispute Resolution practice, Burkhard Fassbach, Legal Counsel to Howden Germany, take a look at recent corporate governance and executive liability developments in Germany. A version of this article previously was published as a White Paper by Mayer Brown written in cooperation with Howden Germany. The original version also contains a chapter about D&O-Insurance in Germany authored by Marcel Armon, CEO Howden Germany, which can be found here. I would like to thank Ulrike, Jan, 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 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: Compliance-Hype in Germany

As I have detailed in prior posts on this blog, securities class action litigation is well-established in Australia. According to a recent report from ISS Securities Class Action Services, securities class action litigation has grown “markedly” in the last ten years, to the point that outside North America, Australia “is the jurisdiction in which a corporation is most likely to find itself defending against a class action,” and indeed other than the U.S., Australia “is pulling ahead of almost all other countries in terms of active securities class action cases before the courts.” There are however important differences between the Australian and U.S. class action systems, and some of these difference post important challenges for both the courts and for litigants – and indeed have led to calls for reform. The October 23, 2018 report, entitled “Navigating the Australian Securities Class Action Landscape,” can be found here.
Continue Reading The Challenging Securities Litigation Landscape in Australia

In a development with significant implications both for Petrobras investor claims and for the global pursuit of investor claims generally, a Dutch court has accepted jurisdiction for a securities fraud action filed in the Netherlands against Petrobras, and also ruled that the arbitration clause in Petrobras’s bylaws do not preclude the Dutch proceeding. As discussed below, the court’s rulings could have important global ramifications for the viability of Dutch procedures for investors seeking collective redress, even (as is the case in the Petrobras action) with respect to companies based outside of the Netherlands.
Continue Reading Dutch Court OKs Petrobras Claim Jurisdiction Despite Brazilian Arbitration Clause

As readers of this blog know, data breach, cyber, and privacy-related issues have become a new important area of securities class action litigation in the U.S. In the following guest post, Andrew Miers, Jason Symons, and Shonagh Rasmussen of the HWL Ebsworth law firm review the possibilities or this type of securities lawsuit in Australia. 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 site’s readers. Please contact me directly if you would like to submit a guest post. Here is the authors’ guest post.
Continue Reading Guest Post: Cyber and Privacy Risks: The Next Australian Securities Litigation Frontier?

Flag of Ontario

There was a time only a few short years ago when the U.S. courts were the preferred forum for the litigation of securities class actions claims, arguably even claims whose relationship to the U.S. and to U.S. laws was slight. The U.S. courts role as preferred forum for securities suits was undermined by the U.S. Supreme Court’s 2010 decision in Morrison v. National Australia Bank, which underscored the fact that the U.S. securities laws apply only to domestic U.S. securities transactions. Since Morrison, a free-ranging inquiry has emerged to determine whether another country’s courts might emerge as the preferred forum for cross-border securities suits.

Among other countries, Canada has emerged as a candidate. However, a recent decision by Court of Appeal of Ontario examining the jurisdictional reach of Ontario’s securities laws expressly rejects the possibility that Ontario (where the bulk of Canadian securities suits are filed) “would become the default jurisdiction for issuers around the world.”  The Court of Appeal’s July 11, 2018 decision in Yip v. HSBC Holdings can be found here. An August 9, 2018 memo from the Toronto-based Blake, Cassels & Graydon law firm can be found here.
Continue Reading Ontario Court Rejects “Jurisdictional Overreach” for Canadian Securities Suits

On July 13, 2018, the Amsterdam Court of Appeals finally approved the €1.3 billion ($1.5 billion) settlement of a series of shareholder claims against Fortis in the wake of the global financial crisis. The settlement, which had first been announced in March 2016 by Ageas, Fortis’s successor in interest, faced a number of judicial objections and concerns, resulting in changes to the settlement as originally proposed. According to a July 27, 2018 Law 360 article by Jonathan Richman of the Proskauer law firm and Ianika Tzankova of Tilburg University (here), the court’s recent approval “again shows” that the Dutch settlement procedure “remains a viable settlement vehicle for companies wishing to resolve transnational problems on a classwide, opt-out basis.” On the other hand, claimants’ attorneys have questioned whether the court’s rulings on class distribution and attorneys’ fees could discourage institutional investors from seeking to use the Dutch settlement procedures.
Continue Reading Dutch Court Declares Largest-Ever European Investor Claims Settlement Binding

Readers undoubtedly are familiar with ISS Securities Class Action Services’ annual report on the Top 100 Securities Class Action Settlements, focusing on the largest U.S. securities lawsuit settlements. The most recent Top 100 report is discussed here. ISS Securities Class Action Services has now published a list of the largest Canadian securities class action lawsuit settlements. The Canadian report, which is entitled “The Top 25 Canadian Class Action Settlements of All-Time,” reflects a number of interesting findings, and can be found here.
Continue Reading ISS Releases List of Top 25 Canadian Securities Class Action Settlements

One of the most closely watched issues in the world of D&O is the extent to which cybersecurity-related issues will lead to liability for corporate directors and officers. In the following guest post, Tarun Krishnakumar, a New Delhi attorney qualified in India and California specializing on issues relating to emerging technology , takes a look at the corporate liability framework under Indian laws with respect to emerging cybersecurity exposures. I would like to thank Tarun for allowing me to publish his 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 Tarun’s article.
Continue Reading Guest Post: Cybersecurity and D&O Liability: Emerging Concerns under Indian Law

Francis Kean

Regular readers of this blog know that class action litigation is an important part of the Australian liability environment. Although comparisons between the Australian class action system and the U.S. system are frequent, there are important differences in class action litigation in the two legal systems, particularly with respect to securities class action litigation. In the following guest post, Francis Kean, Executive Director in Willis Towers Watson’s FINEX Global, takes a look at important differences in claims against issuer companies between the two legal systems and the important implications of these differences for purposes of D&O insurance coverage. This guest post is based on Francis’s original post on the Willis Towers Watson Wire blog. I would like to thank Francis for his willingness to publish his article as a guest post 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 Francis’s guest post.
Continue Reading Guest Post: How “Pure Entity” Australian Class Actions have Distorted the D&O Market

In the third-largest securities class action settlement ever in Australia, QBE Insurance has agreed to settle the securities suit pending in the Federal Court of Australia and filed against the company on behalf of QBE investors related to the sharp share price decline the company experienced in December 2013. The amount of the settlement is A$ 132.5 million (US$ 103.5).The company admitted no liability in connection with the settlement. The settlement is subject to Court approval. A copy of QBE’s December 28, 2017 market statement regarding the settlement can be found here.
Continue Reading QBE Insurance Settles Australian Securities Class Action Lawsuit