The D&O Diary is on assignment in Asia this week, with the first stop for meetings in Tokyo, Japan’s capital city. Tokyo is such an amazing place. With a population of 13.8 million in the city itself and a total of 37.8 million in the Tokyo prefecture, it is by some measures the most populous city in the world. It is also a fascinating place. It is such a study in contrast, between the traditional and the modern, and between incredible organization and the disorder of its massive crowds.
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Many insurance policies contain a war exclusion precluding coverage for loss caused by war. But in world where violent conflicts involve a wide variety of different groups and parties, what exactly constitutes “war”? In a recent coverage dispute presenting this issue, a federal judge concluded that the 2014 armed conflict between Israel and Hamas disrupted its film production activities involved both “war” and “warlike action,” and therefore that coverage for the Universal Cable Production for the costs it incurred as a result of the conflict was precluded under the company’s insurance policy. The case raises a number of interesting issues that are likely to recur in our current unstable and violent world. Northern District of California Judge 
As I have detailed on this blog (most recently 
In a 
As a result of the PSLRA’s heightened pleading standard and pre-dismissal motion discovery bar, as well as the requirements of cases such as Tellabs, plaintiffs in liability suits under the federal securities laws frequently rely on confidential witnesses. This practice has led to 
The insurance available under a D&O insurance policy does not protect insured individuals for all of their activities; rather, the policy protects the individuals only for their actions undertaken in their capacities as officer or directors of the insured organization. The policy does not protect the individuals for actions undertaken in their personal capacity or for actions undertaken as a result of their involvement with entities other than the insured organization.
Shareholder derivative lawsuits are notoriously difficult for claimants. In order to pursue a derivative suit, a shareholder plaintiff must overcome numerous procedural and pleading hurdles. Even when cases survive the initial obstacles, the ultimate outcome often consists of little more than the payment of the plaintiff’s attorney’s fees with slight benefit to the company in whose name the claim was ostensibly was pursued. In light of these considerations, UCLA law professor Stephen Bainbridge has a modest proposal: Eliminate derivative litigation altogether. In a brief October 3, 2017 post on his ProfessorBainbridge.com blog (
In the current litigation environment, employers face an ongoing threat of claims brought by employees alleging violations of wage and hour laws, often filed as class actions. These kinds of lawsuits can be expensive to defend and to resolve. In general, management liability insurers try to avoid providing coverage for these kinds of claims, except for very limited amounts of defense cost coverage. A recent district court decision holding that the management liability insurance policy of the women’s clothing retailer Talbots did not cover a wage and hour class action lawsuit pending against the company illustrates the barriers policyholders face in attempting to secure coverage for these kinds of claims. Both the policy language at issue and the outcome of the Talbots insurance coverage dispute arguably are unremarkable. However, the outcome does raise questions about whether there might be ways for policyholders at least to obtain effective defense cost coverage for these kinds of claims.
The SEC’s disclosure that its EDGAR system had been had hacked was big news last week, as was the accompanying disclosure that the information accessed may have been used for improper trading. In the following guest post, John Reed Stark takes a look at the interesting and important legal issues that might arise if the authorities were to try to pursue claims against persons trying to trade on the information stolen from the SEC. John is President of John Reed Stark Consulting and former Chief of the SEC’s Office of Internet Enforcement. 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 guest post.