Next week, after the holidays are well and truly over, I will be publishing my annual survey of the Top Ten Stories in the World of D&O for 2018. In the meantime, during the holidays, I have been posting a series of alternative Top Ten lists. Yesterday, I posted my list of top ten things to see and do in London. Today, I am publishing my list of the top ten things to see and do in my all-time favorite city, Paris.
Continue Reading Top Ten: Paris
Next week I will be publishing my annual Top Ten Stories in the World of D&O for 2018. For now, over the holidays, I am posting some alternative top ten lists. Last week, I published the list of the Top Ten Places That You Might Not Think of to Visit and the Top Ten Top Travel Destinations. In putting together both of my prior travel lists, I omitted a number of cities that are at the top of everyone’s own travel destination lists. In today’s post, I am going to focus on one of those particular destination cities, one of my favorite places on the planet, the great city of London.
Continue Reading Top Ten: London
Over the holidays and in anticipation of my upcoming annual list of the Top Ten D&O stories, I am publishing a series of alternative Top Ten lists. Yesterday, I posted a list of the top places that you might not think of to visit. Today, I am posting my list of the Top Ten Top Destinations. These are the places that make most people’s own lists of places to go, but ranked according to my view of the most worth visiting.
Continue Reading The Top Ten Top Travel Destinations
In a few days, I will be publishing my annual Top Ten D&O Stories list for 2018. For now, though, I know that everyone is enjoying the holidays, and that right now no one really wants to be reading about insurance or the law. So instead, over the next few days I am going to be publishing a series of alternative Top Ten lists, starting with today’s list of Top Ten Places (That you Might Not Think of) to Visit.
Continue Reading Top Ten Places (That You Might Not Think of) to Visit
In the following guest post, Francis Kean, Executive Director FINEX Willis Towers Watson, reviews some interesting recent historical academic research on directors’ duties and the business judgment rule in the U.K. A version of this article previously was published on the Willis Towers Watson Wire blog (here). I would like to thank Francis 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 thig blog’s readers. Please contact me directly if you would like to submit a guest post. Here is Francis’s article.
Continue Reading Guest Post: The Truth about Directors’ Duties in the UK and the Business Judgment Rule
One idea circulating since the U.S. Supreme Court held in Cyan that state court Section 11 actions are not removable to federal court is that companies could avoid state court actions by adopting a federal forum bylaw or charter provision. Indeed, a number of companies recently have adopted these provisions prior to going public. Late last year, a shareholder of several IPO companies filed an action in Delaware Chancery Court seeking a judicial declaration that the companies’ Federal Forum Provisions are invalid. On December 19, 2018, Vice Chancellor Travis Laster issued a memorandum opinion agreeing with the plaintiff and holding that under Delaware law, Federal Forum Provisions are invalid and ineffective. A copy of Laster’s opinion can be found here.
Continue Reading Delaware Court Holds Charter Provision Designating a Federal Forum for Section 11 Claims is Invalid
As I have noted in several recent posts, plaintiffs’ lawyers seem to have a renewed interest in trying to pursue securities class action lawsuits against companies that have experienced a data breach. Just to cite one recent example, as discussed here, within a day of Marriott’s recent high-profile announcement of a data breach involving its Starwood unit’s customer database, plaintiffs’ lawyers filed a securities class action lawsuit against the company. While plaintiffs’ lawyers may be drawn to these data breach cases, the cases may or may not prove to be successful for them. For example, in a recent ruling in the data breach-related securities class action lawsuit filed against PayPal late last year, the court granted the defendants’ motion to dismiss. The ruling highlights many of the problems plaintiffs’ lawyers will have in trying to pursue these kinds of cases. Northern District of California Judge Edward Chen’s December 13, 2018 ruling in the case can be found here.
Continue Reading Dismissal Motion Granted in PayPal Data Breach-Related Securities Suit
On November 29, 2018, the SEC announced that it had settled charges with boxer Floyd Mayweather Jr. and music producer DJ Khaled for failing to disclose payments they received for promoting investments in Initial Coin Offerings (ICOs). In the following guest post, John Reed Stark, the President of John Reed Stark Consulting and former Chief of the SEC’s Office of Internet Enforcement, takes a look at the SEC’s actions against Mayweather and Khaled and identifies some important takeaways from the SEC’s orders. I would like to thank John for his willingness to allow me to publish his 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 John’s article.
Continue Reading Guest Post: Five Hidden Takeaways from the Khaled and Mayweather SEC Orders
It is not uncommon for companies to add third parties as additional named insureds to their D&O insurance policies. Most of the time that doesn’t cause any problems. However, serious problems can arise in a subsequent claim if a company’s interests and the interests of the additional named insured conflict. At a minimum, in the event of a serious claim, the company and the third party can clash as they compete for the finite proceeds of the insurance policy. In a recent coverage decision, the Delaware Superior Court, applying Delaware law, held that AR Capital, an additional named insured under the D&O insurance program of VEREIT, was entitled to have its costs of defending the underlying claims advanced under the program. The Court’s December 12, 2018 ruling, which can be found here, provides an interesting perspective on additional named insured issues.
Continue Reading D&O Insurance: Additional Named Insured Entitled to Defense Cost Advancement
In several recent conversations, I have been asked whether I thought that the whole #MeToo movement might have more or less played out, and that we might not be seeing as many, or even any, more D&O claims based on underlying allegations of sexual misconduct. In response, I said that I didn’t think the phenomenon had played out but I did suggest that I thought that the phenomenon might be shifting and that the kinds of underlying allegations would change. Although it does not represent exactly the kind of thing I had in mind, a new securities class action lawsuit filed against Teladoc Health and based on alleged misconduct of one of its senior executives does at least represent a variant on the kinds of D&O claims following in the wake of allegations of sexual misconduct.
Continue Reading Securities Lawsuit Filed Based on Reports of Alleged Inappropriate Office Relationship