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Kevin M. LaCroix is an attorney and Executive Vice President, RT ProExec, a division of R-T Specialty, LLC. RT ProExec is an insurance intermediary focused exclusively on management liability issues.

Andrew Milne

In a March 2021 paper entitled “Restoring trust in audit and corporate governance” (here), the UK government set out a number of proposed reforms in order to try to increase trust in corporate governance, including, among other things, proposed new company reporting requirements. In the following guest post, Andrew Milne discusses the potential implications for UK directors from the reform proposals under consideration. Andrew is a Senior Associate at the CMS law firm, and a co-author of the UK Chapter in Directors’ Liability and Indemnification. I would like to thank Andrew 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 Andrew’s article.
Continue Reading Guest Post: UK Sarbanes Oxley?

As everyone involved in D&O insurance claims knows, there are a number of frequently recurring coverage issues. But while many coverage issues often recur, the applicable legal principles continue to develop and change. There are resources (such as, for example, this blog) where important developments can be tracked, but sometimes what is called for is a single resource that collects the relevant developments in a single place. Fortunately for D&O insurance practitioners, there is resource that does just that. It is the “Directors & Officers Liability Insurance Deskbook” (about which refer here), an American Bar Association publication written by attorneys from the Clyde & Co. law firm and edited by Martin J. O’Leary of Clyde & Co. The book’s recently published Fifth Edition is a timely update. Every D&O liability insurance practitioner and indeed anyone looking for a quick and ready resource on D&O liability insurance coverage issues will welcome this updated edition.
Continue Reading Book Review: Directors & Officers Liability Insurance Deskbook (Fifth Edition)

As has been extensively noted on this site and elsewhere, the sheer level of SPAC-related action has been the one of the top business stories of the last few months. However, as I noted earlier this week, there have already been some distant early warning signs of possible problems on the SPAC horizon. Further developments this week suggest there could be growing trouble in SPAC-land. As discussed below, a newly released statement by the SEC about SPAC accounting potentially could cool off the hot market for SPACs, and a statement of intent by a leading plaintiffs’ firm raises the possibility of further SPAC-related litigation.
Continue Reading Trouble Brewing in SPAC-Land?

One of the very first coronavirus-related securities class action lawsuits to be filed at the outset of the pandemic in the U.S was the securities suit filed against Norwegian Cruise Line Holdings. The Norwegian Cruise Line lawsuit is now the latest of the coronavirus-related securities suits to be dismissed. In an April 10, 2021 opinion with a number of interesting features discussed below, Southern District of Florida Judge Robert N. Scola, Jr. granted the company’s motion to dismiss with prejudice. A copy of Judge Scola’s opinion can be found here.
Continue Reading COVID-19-Related Securities Suit Against Norwegian Cruise Lines Dismissed

If things these days for the rest of you are the way they are for me, then all of you are basically finding out that SPACs are taking over your life. All SPACs, all the time. Wall to wall SPACs. At one level, this development should come as no surprise, as the sheer volume of SPAC activity is nothing short of astonishing. According to SPACInsider (here), since January 1, 2020, there have been a total of 554 SPAC IPOs completed – 308 in the three and a half months of 2021 alone. A further 261 SPAC IPO Registrations are currently pending. A staggering 435 post-IPO SPACs are currently in the process of trying to identify merger partners.  Along with this wave of financial activity has come an accompanying flow of SPAC-related news and information. I have identified below just a few of the many SPAC-related items that crossed my desk in the last week; the selected items underscore the opportunities and risks involved in the SPAC-crazy world that we all now inhabit. And as also noted below, there could be some hints of a slowdown as well.
Continue Reading All SPACs, All the Time

Even though the overall number of federal court securities class action lawsuit filings decrease in 2020 relative to 2019, the number of securities suits involving accounting allegations increased slightly, according to a new report from Cornerstone Research. The report, which is entitled “Accounting Class Action Filings and Settlements: 2020 Review and Analysis” also notes that the number of and value of settlements of accounting-related securities suits increased in 2020, as well. The April 7, 2021 report can be found here. Cornerstone Research’s April 7, 2021 press release about the report can be found here.
Continue Reading Accounting-Related Securities Suit Filings and Settlements Increased in 2020

SPAC transactions have been a massive phenomenon in the U.S. for the last 18 months, and now it appears that the financial trend may be catching on overseas as well. In the following guest post, Jane Childs, Luke Mooney, Aiden M. McCormack and Martin Penn of the DLA Piper law firm take at look at the possibilities for the SPAC trends to spread to the U.K. A version of this article previously was published as a DLA Piper client memo. 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.
Continue Reading Guest Post: Are SPACs Crossing the Pond? Implications for D&O Insurers

In the latest example of a post de-SPAC transaction electric vehicle company getting hit with a securities class action lawsuit, a plaintiff shareholder has filed a securities suit against Canoo, Inc. as well as against the former directors and officers of the SPAC into which Canoo merged in December 2020. The new lawsuit is one of many securities suits that have been filed against companies in the electric vehicle industry. The underlying circumstances may illustrate some of the pitfalls involved when a fledgling private firm becomes a publicly traded company. The plaintiff’s April 2, 2021 complaint can be found here.
Continue Reading Another Post-SPAC Merger Electric Vehicle Company Securities Suit

In the latest edition of the law firm’s annual report, Sidley Austin takes a detailed look at important securities litigation developments in 2020 relating to life sciences companies. The report includes not only a review of life sciences companies’ securities litigation class action filings trends but also examines life sciences companies’ track record in the courts, on motions to dismiss in the district courts and on appeal. The law firm’s report, entitled “Securities Class Actions in the Life Sciences Sector: 2020 Annual Survey” can be found here. The law firm’s two-page report summary can be found here.
Continue Reading A Detailed Look at 2020 Securities Litigation Against Life Sciences Companies

One of the perennial D&O insurance issues is the question of coverage for costs incurred by the corporate organization in connection with responding to an SEC investigation – what is often referred to as entity investigative cost coverage. These coverage questions are so fraught because of the sheer magnitude of the expense that entities often incur when they find themselves subject to an SEC investigation. In the latest example of this recurring insurance coverage issue, a federal district court has held that the costs the auto rental firm Hertz Global Holdings incurred in connection with an SEC investigation are not covered under its applicable D&O insurance program. The court’s decision illustrates many of the recurring aspects of this frequent insurance coverage issue. Southern District of New York Judge Alison J. Nathan’s March 30, 2021 opinion in the case can be found here.
Continue Reading Formal SEC Investigation not a “Securities Claim” Under D&O Insurance Policy