In the following guest post, Peter A. Atkins, Marc S. Gerber, Kenton J. King, and Edward B. Micheletti of the Skadden, Arps, Slate, Meagher & Flom law firm weigh in on the long-running stockholders versus stakeholders debate. A version of this article previously was published as a Skadden client alert. 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.
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Guest Post: Director’s Liabilities: Prevention and Protection – Ports of Call for Relief
In the following guest post, Umesh Pratapa takes a look at directors’ liability issues under Indian law, and also examines the protections that are available for directors as well. Umesh is a Consultant – Liability Insurance, in India. Umesh’s article was originally published in the July 2020 issue of “Director Today”, a monthly journal of the Institute of Directors (IOD), India. Reproduced with the kind permission of the publisher, Institute of Directors, India. I would like to thank Umesh 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 site’s readers. Please contact me directly if you would like to submit a guest post. Here is Umesh’s article.
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Two Companies Hit with COVID-19-Related D&O Lawsuits
A California-based vaccine development company has been hit with a coronavirus outbreak-related securities class action lawsuit, based on the company’s statements about its COVID-19 vaccine development efforts and about the company’s participation in a federal government vaccine development program. In addition, in a separate development, a different company has been hit with a coronavirus outbreak-related shareholder derivative lawsuit, based on the company’s statements concerning its ability to provide COVID-19 testing kits.
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Mandating D&O Insurer Rotation? A Critique
Having observed and commented on the D&O insurance industry for many years, I am accustomed to periodic proclamations from non-industry-based observers about how the D&O insurance industry ought to work, based on various social, behavioral, or economic notions. These periodic declarations usually start with a series of vexed observations that the D&O industry does or does not do things that economic or behavioral models suggest the industry should or should not do, and then the declarations move on to a series of proposed prescriptions that would mandate how the D&O insurance business ought to work, for the supposed greater good of all.
The latest example of this literary genre is the academic paper “Changing the Guard: Improving Corporate Governance with D&O Insurer Rotations” written by UCLA Law Professor Andrew Verstein. Based on his construct of the way D&O insurance business works and his belief that D&O insurance business ought to work differently, Professor Verstein proposes that corporations ought to be forced to rotate D&O insurers every five years. I discuss my concerns with Professor Verstein’s proposal below. Professor Verstein’s paper can be found here. His August 19, 2020 summary of the paper on the CLS Blue Sky Blog can be found here.
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Guest Post: Private Funds: SEC Examination and Enforcement Priorities
In the following guest post, David Topol of the Wiley law firm takes a look at the SEC’s recently increased focus on investment advisers who manage private funds and examines the areas on which the SEC is focusing. I would like to thank David for allowing me to publish
Australian Government Sued Over Sovereign Bond Climate Change-Related Disclosures
In an interesting development that could prefigure further climate change-related disclosure litigation, an Australian investor has filed a lawsuit against the Australian Federal Government and two government officials, on her own behalf and on behalf of over investors in Australian Government Bonds, for allegedly failing to disclose to investors the climate change risks attached to the sovereign bonds. According to an August 12, 2020 memo from the Allens law firm (here), the suit is “a first-of-its-kind action worldwide,” one that could serve as a “stepping stone” toward both more activist litigation and more commercially focused climate change disclosure litigation.
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Guest Post: Restitution of Administrative Fee Does Not Represent Covered Damages
In the following guest post, Christopher Bannon of the Aronberg Goldgehn law firm takes a look at a recent ruling in which the court addressed the question of whether a lawsuit seeking the return of an administrative fee is a suit for “damages” within the meaning of the applicable insurance policy. A version of this article previously was published as an Aronberg Goldgehn client alert. I would like to thank Chris 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 site’s readers. Please contact me directly if you would like to submit a guest post. Here is Chris’s guest post.
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Thinking About McDonald’s Lawsuit Against its Former CEO
The news that McDonald’s had filed a lawsuit against its former CEO, Stephen Easterbrook, to recoup severance compensation the company had paid Easterbrook, made the front page of the Wall Street Journal. The company contends that Easterbrook had only been terminated last November “without cause” – entitling him to a full severance package – because he had lied to investigators about the nature and extent of his relationship with company employees. The lawsuit contends — based on evidence of three additional sexual relationships Easterbrook had with company employees that only came to light this summer — that Easterbrook should have been terminated for cause. As discussed below, the lawsuit raises a number of interesting issues. A copy of the company’s August 10, 2020 filing on Form 8-K about the lawsuit can be found here, and a copy of the complaint, which was attached to the 8-K, can be found here.
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Kodak Hit With Securities Suit Over COVID-19-Related Loan Disclosure and Related Trading
In a development that will come as a surprise to no one who has been reading the business news pages over the last few weeks, Eastman Kodak and certain of its executives have been hit with a securities class action lawsuit based on allegations surrounding the disclosure of a $765 loan to the company from a government agency for the company to develop pharmaceutical materials, including ingredients of COVID-19 drugs, as well as on allegations of insider trading relating to the loan disclosures. As discussed below, the lawsuit is the latest in a series of securities class action lawsuits that have been filed related to the coronavirus outbreak. The complaint in the Kodak lawsuit can be found here.
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Art, Travel, Nostalgia
I miss travel. No, I don’t miss the crowded airports, the delayed departures, the missed connections, or the lost luggage. I miss the experience of discovering a city for the first time, tasting new and delicious foods, and learning about unfamiliar languages and cultures.
I also miss art. I miss encountering painting, music, architecture, and sculpture, as I do when I am traveling. For me, exploring museums, visiting cultural sites, and attending concerts are all such important parts of travel.
In the day-to-day work-from-home life that we are all now living, I often find myself reminiscing about the many rich cultural experiences I have enjoyed over the years during my travels. Although my cultural travel nostalgia encompasses many pleasurable memories, for now it has a bittersweet edge. It seems likely that it will be many, many months before we may once again travel freely.
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