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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.

In the latest development in Pfizer’s long-running efforts to recover from its D&O insurers amounts the company paid in defense and settlement of prior securities litigation (the “Morabito Action”), a Delaware Superior Court Judge, applying Delaware law, has held that the company’s settlement with a lower level excess insurer for less than that insurer’s policy limit did not create a gap relieving an upper layer excess insurer of its payment obligations.  The court also found that the company’s earlier notice of a different securities litigation did not trigger the policy’s Prior Notice exclusion. The court’s August 28, 2020 opinion can be found here.
Continue Reading Excess Insurer Cannot Avoid Payment Where Underlying Insurer Settled With Policyholder for Less Than Full Policy Limits

In yesterday’s post, I noted that earlier this week, a plaintiff shareholder had filed a board diversity lawsuit against the Gap. Turns out, that the same day yet another company was also hit with a board diversity shareholder derivative lawsuit, this time involving the board of directors and Chief Executive Officer of the medical and industrial product company Danaher Corporation. The Danaher lawsuit is in many ways substantially similar to the prior lawsuits that have been filed against companies that have no African-Americans on their boards of directors; however, the Danaher lawsuit is the first filed against a company outside California (Danaher is based in the District of Columbia), and it was filed by a different law firm than the one that had filed all of the prior board diversity suits. The complaint in the Danaher action can be found here.
Continue Reading Yet Another Board Diversity Derivative Lawsuit, This Time Against Danaher’s Board

In the latest in a series of lawsuits against high-profile companies alleging that the companies’ boards lack African-American directors, a plaintiff shareholder has filed a shareholder derivative lawsuit against the board of directors of the clothing retailer, The Gap. The lawsuit is substantially similar to the lawsuits filed by the same plaintiffs’ law firm against Oracle (here), Facebook (here), Qualcomm (here), and NortonLifeLock (here). A copy of the lawsuit against The Gap’s board can be found here.
Continue Reading The Gap Hit with Board Diversity Derivative Lawsuit

David H. Topol

In the following guest post, David H. Topol of the Wiley law firm takes a look at the recent decision by the U.S. Securities and Exchange Commission to amend the agency’s operative definition of the term “accredited investor.” A copy of the agency’s final rule incorporating the revised definition can be found here. The agency’s August 26, 2020 press release about the change can be found here. I would like to thank David 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 David’s article.
Continue Reading Guest Post: SEC Definition of “Accredited Investor”: A Step Forward or Backward?

Nessim Mezrahi

In the following guest post, Nessim Mezrahi discusses the need for transparency in third-party litigation funding arrangements and judicial scrutiny on short-seller reports relied on by plaintiff securities class action attorneys. Nessim is cofounder and CEO of SAR, a securities class action data analytics and software company. A version of this article previously was published on Law360. I would like to thank Nessim 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 Nessim’s article.
Continue Reading Guest Post: Funder, Short-Seller Use Undermines Securities Class Actions

Securities class action lawsuits involving tech companies increased for the fourth consecutive year in 2019, according to the latest report from Cornerstone Research. The report, examining securities litigation activity against tech companies, supplements Cornerstone Research’s previously released report on 2019 securities litigation filing activity generally. The most recent report, which is entitled “Tech Company Securities Class Action Lawsuit Filings and Settlements: 2015 – Q1 2020 Review and Analysis,” and which examines securities filings and settlements related to tech companies between 2015 and Q1 2020, can be found here. Cornerstone Research’s August 20, 2020 press release about the report can be found here.
Continue Reading Securities Suit Filings Against Tech Companies at Record High Levels in 2019

The Louvre Museum, Paris

I hope readers will recall that several days ago, in a fit of pandemic fatigue and nostalgia, I posted an article in which I reminisced about interesting art I have experienced while traveling, including pictures of the art I had encountered. I also invited readers to send me pictures of their art experiences, with my promise to publish future posts featuring readers’ pictures. In response to my art nostalgia post, I received several notes saying kind things about the article, but so far only one reader has actually submitted pictures. Even though I have received only one reader submission, I am going to post the submitted pictures here, both because I really like the submitted pictures, and because I hope that by publishing these pictures, others might be encouraged to send in pictures as well.
Continue Reading A Reader’s Art, Travel, and Nostalgia Pictures

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.
Continue Reading Guest Post: Stockholders Versus Stakeholders — Cutting the Gordian Knot

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.
Continue Reading Guest Post: Director’s Liabilities: Prevention and Protection – Ports of Call for Relief