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D&O insurance claims can sometimes lead to intricate coverage disputes, often involving disagreements over the meaning of technical policy terms and provisions. A recent Delaware Supreme Court opinion illustrates the kinds of disputes that can arise. Among other things, the coverage issues the court considered involved disagreements over the meaning and application of the No Action Clause. The result of the court’s opinion is that there will be further proceedings in the court below on the No Action Clause issue. Among other things, the Court’s consideration of the extent to which a policyholder may bring an action against the insurer before the resolution of the underlying claim raises interesting and important issues.  A copy of the Delaware Supreme Court’s July 23, 2025, opinion can be found here.Continue Reading Does the No Action Clause Bar a Policyholder’s Suit for Current Defense Costs?

It has now been over five years since the initial COVID-19 outbreak in the U.S. in March 2020, but the pandemic’s disruptive effects continue reverberate through the economy. In a newly filed securities lawsuit against auto rental company Avis Budget Group, investors claim that the company concealed an auto fleet-related business move that the company made because of earlier pandemic-caused supply chain disruptions. The new lawsuit’s allegations show how the pandemic’s lingering effects continue to influence companies’ decisions and actions – and lead to litigation. A copy of the April 25, 2025 lawsuit can be found here.Continue Reading Lingering COVID Effects Drive Securities Suit Against AVIS

Those who follow securities class action lawsuit filing trends know that a significant number of the new securities suit filings each year involve non-U.S. companies with listings on U.S. exchanges. The number of lawsuit filings fluctuate year to year, but the long-term trends are important to follow for those advising non-U.S. companies with U.S. securities litigation exposure. A recent report from the Dechert law firm takes a detailed look at the 2024 securities suit filings against non-U.S. companies. The March 2025 report, which is entitled “U.S. Securities Fraud Class Actions Against Non-U.S. Issuers: 2024 Developments” can be found here.Continue Reading A Closer Look at U.S. Securities Litigation Against Non-U.S. Companies

At a time when the future of the Public Company Accounting Oversight Board (PCAOB) appears uncertain, a recent report shows that the agency’s enforcement activity levels in 2024 were a multi-year highs and the agency’s monetary recoveries were at all-time highs. The agency’s enforcement actions are detailed in a Cornerstone Research report entitled “Public Company Accounting Oversight Board (PCAOB) Enforcement Activity: 2024 Year in Review,” which can be found here. Cornerstone Research’s February 26, 2025, press release about the report can be found here.Continue Reading PCAOB 2024 Enforcement Activity at Multi-Year Highs, But What Next?

ESG has been and remains a serious concern for corporate executives. However, the role that it plays as a part of the corporate risk equation has changed. From a time not that long ago where companies were under pressure to establish their ESG credentials and promote ESG objectives, many companies now face an opposite politically charged backlash, that, among other things, has pushed some companies to walk back their ESG-related initiatives. For example, just this past week Walmart became the latest company to drop its DEI program in response to right-wing pressure, joining similar moves by Ford, Harley-Davidson, and Lowe’s, among others.  

In the latest example of ways that politically-motivated activists are attempting to turn companies’ ESG initiatives against them, last Wednesday a groups of eleven states’ attorneys general led by Texas AG Ken Paxton filed a federal court suit against Blackrock, Vanguard, and State Street, alleging that the three institutional investors conspired to restrict the availability of coal, to the alleged detriment of consumers, and in alleged violation of federal and state antitrust laws. A copy of the Texas AG’s November 27, 2024, press release about the lawsuit can be found here. A copy of the state AGs’ complaint can be found here.Continue Reading State AGs File ESG-Related Antitrust Suit Against Big Institutional Investors

A federal district court, applying California law, has held that the insurers must advance “potentially covered” subpoena-related expenses to the post-merger entity and that the Change in Control Exclusion did not preclude advancement. The coverage decision raises some interesting issues. And, as discussed below, it raises also raises concerns about the policy language, as well. A copy of the Northern District of California’s February 12, 2024, decision can be found here. A February 26, 2024 post on the Wiley law firm’s Executive Summary blog can be found here. Continue Reading Insurers Must Advance Subpoena-Related Expenses Despite Change in Control Exclusion

Yelena Dunaevsky
Teresa Milano

As readers of this blog well know, SPAC transactions have been a frequent target of corporate and securities lawsuits. In the following guest post, Yelena Dunaevsky, Esq., Senior Vice President at Woodruff Sawyer, Executive Editor, SPAC Notebook and Teresa Milano, Esq., Vice President at Woodruff Sawyer, take a detailed look at the SPAC litigation and enforcement activity so far, including some interesting observations about recent trends. A version of this article was previously published on the SPAC Notebook (here). I would like to thank Yelena and Teresa 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’ article.Continue Reading Guest Post: SPACs Poised to Turn a Corner in 2024: Annual Risk Update

Because so many of you were out of the office or away from your desks last week, I am posting a reminder that, along with my colleagues Marissa Streckfuss and Chris Bertola, I will be hosting a free, one-hour seminar on The Top Ten D&O Stories of 2023 on Thursday, January 11, 2023 at 11:00…

According to Renaissance Capital (here), in the heady days during the two-year period 2020 and 2021, 618 traditional U.S. IPOs were completed, raising over $220 billion. (These stats do not include SPAC IPOs). By contrast, in the period 2022-2023 YTD, there have only been 171 traditional U.S. IPOs completed, raising just $27 billion. While many market observers yearn for a return of the buoyant IPO market that prevailed two years ago, signs are that it could be a while before the IPO market takes off again. As detailed in a November 14, 2023, Wall Street Journal article about the state of the IPO market, and as discussed below, there are a host of concerns weighing on the IPO market.Continue Reading It Could be a While Before a Buoyant IPO Market Returns

Claims under Professional Liability Insurance policies and Management Liability Insurance polices are often complex and notoriously expensive to defend. As a result, these policies are usually written on a “defense inside the limits” basis, meaning that the payment of defense expenses reduces the remaining limit of liability. Certain other lines of insurance, such as, for example, general commercial liability insurance, are often written on a “defense outside the limits” basis, meaning that the defense costs are paid by the insurer and do not erode the limit of liability.

In an interesting development, the Nevada legislature has passed, and the Nevada governor has approved, a Bill that prohibits insurers from issuing policies containing a provision that reduces the limit of liability by the costs of defense. I suspect that many in the liability insurance industry are unaware of this legislation prohibiting defense- inside-the-limits liability insurance. I also suspect that, for reasons discussed below, the new legislation will generate disruption in the professional liability and management liability insurance market in Nevada when it goes into effect on October 1, 2023.Continue Reading Nevada Prohibits “Defense Inside the Limits” Liability Insurance Provisions