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      

Mark Sutton
Karen Boto

The UK Criminal Finances Act 2017 will go into effect on September 30, 2017. This new law will make corporate organizations criminally liable for the failure to prevent tax evasion by an “associated person.” In the following guest post, Mark Sutton and Karen Boto take a look at the Act and its provisions and examine the legislation’s D&O insurance implications. Mark is a partner and Karen Boto is legal director of law firm Clyde & Co. I would like to thank Mark and Karen for their willingness 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 Mark and Karen’s guest post.
Continue Reading Guest Post: Criminal Finances Act 2017: The Broadening of Corporate Accountability

Jorge Angell
Jorge Angell

As part of The D&O Diary’s ongoing efforts to keep abreast of important D&O insurance developments around the world, I am pleased to present the following guest post regarding D&O issues in Spain. In his guest post, Jorge Angell, the  senior partner at the Madrid law firm of LC Rodrigo Abogados, takes a look at certain features of the criminal liability system in Spain and reviews the implications for D&O insurance. I would like to thank Jorge for his willingness to publish his article as a guest post on my 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 an article. Here is Jorge’s guest post.
Continue Reading Guest Post: The Impact of a Recent Criminal Case in Spain on D&O Insurance

eu flagIn prior posts (for example, here), I have described the rise of collective investor actions outside of the U.S. as one of the most important current developments in the world of directors and officers liability. The rise of these collective investor suits is not happening in a vacuum; the growth in the number and size of these kinds of lawsuits is part of a larger upsurge in collective actions generally. According to a recent Report, collective redress actions represent a “growing business” in Europe, and the “volume and value of the cases being filed is on a steep upward curve.”

The Report, a detailed and interesting March 2017 publication by the U.S. Chamber of Commerce Institute of Legal Reform entitled “The Growth of Collective Redress in the EU: A Survey of Developments in 10 Member States” (here) takes an anxious and uneasy look at the changes in the collective action environment in Europe, and proposes several recommendations as ways for countries to avoid abuses that the report contends have arisen elsewhere.  The Institute’s March 21, 2017 press release about the report can be found here.
Continue Reading The Steep Rise of Collective Actions in Europe

granaThe massive Petrobras bribery scandal has long since spread beyond just the Brazilian petroleum company itself to encompass a number of different other companies. As I have previously noted on this blog, many of the Brazilian companies caught up in these investigations have been hit with securities class action lawsuits in the U.S. Among the companies caught up in the growing anti-corruption scandal is the Brazilian-based multinational construction company, Odebrecht. Investigations based on the Odebrecht scandal having now spread to companies in other Latin American countries, including, among others, Peru. As discussed below, plaintiffs’ lawyers have now filed a U.S. securities class action lawsuit against one of the Peruvian companies caught up in the Odebrecht scandal, showing that the potential fallout from the corruption investigation that began in Brazil now represents a significant liability risk exposure for companies and their executives throughout Latin America.
Continue Reading Brazilian Corruption Scandal Leads to Liability Exposures in Other Latin American Countries