The hack attack on Sony Pictures Entertainment was massive, and it had a devastating effect on the company. As detailed in the December 30, 2014 Wall Street Journal article entitled “Behind the Scenes at Sony as Hacking Crisis Unfolded,” (here), the hackers who attacked Sony’s systems didn’t just pilfer the company’s data —
Securities Litigation: A Double Whammy for Foreign Investors When U.S. Securities Suit Claimants Recover Financial Misrepresentations Losses?
After investors recently launched a securities class action lawsuit against Petrobras and certain of its directors and officers on behalf of those who purchased the company’s ADSs on U.S. exchanges, I speculated on whether or not investors who purchased their Petrobras shares in Brazil and are therefore precluded from participating in the U.S. lawsuit might
D&O Insurance: Contract Exclusion Does Not Preclude Coverage for Intentional Misrepresentation Claim
A recurring D&O insurance question is whether or not a policy’s contract exclusion precludes coverage for claims that the insured induced the claimant into entering a contract through negligent or intentional misrepresentations. In a interesting December 22, 2014 opinion (here), District of Rhode Island Judge John J. McConnell, Jr., applying Rhode Island
Guest Post: New Debate in January on Delaware Bylaws re Shareholder Liability
In numerous posts (most recently here), I have noted the ongoing controversy in Delaware on this issue whether or not companies organized under the laws of that state should be able to adopt so-called fee-shifting bylaws. In the following guest post, Tanya Dmitronow, Rachel Wolkinson, and Stacey Eilbaum, all of whom
Professional Liability Insurers Must Pay $30 Million Settlement of Restitutionary Overdraft Fee Claims
On December 16, 2014, in an interesting ruling that undoubtedly will stir up a great deal of debate, District of Minnesota Judge Paul Magnuson, applying Delaware law, granted U.S. Bancorp’s motion for summary judgment, holding that the bank’s professional liability insurers must pay $30 million of the $55 million the bank agreed to pay
Quick Hits: Cyber Breach Inevitability, Insider Trading Law, and Accountant Liability
Over the past several days there have been a number of items that will be of interest to readers of this blog, which I note briefly here.
First, an article in the December 20, 2014 Wall Street Journal entitled “Sony Made It Easy, But Any of Us Could Get Hacked” (here), contends that
Insolvent Company Directors’ Duties to Creditors Under Delaware Law
A question that frequently recurs is whether or not directors of insolvent companies have fiduciary duties to creditors. Creditors often attempt to argue that as companies move into the “zone of insolvency,” directors’ duties move from the company’s shareholders to the company’s creditors. While courts have discredited this theory, creditors nevertheless seek to raise this
Mug Shot Greetings for the Holiday Season
On several occasions I have published what I thought would be the last of the D&O Diary mug shots, only to find afterwards that still more mug shots were arriving in my email mailbox. That has happened yet again, and this time some of the late arriving mug shots are appropriate to the holiday season.
D&O Insurance: Eleventh Circuit Holds Insured v. Insured Exclusion’s Applicability to FDIC Failed Bank Claims Ambiguous
Going all the way back to the S&L crisis, a recurring insurance coverage issue that has arisen in the failed bank context has been the question of whether or not coverage for a claim brought by the FDIC in its capacity as receiver of a failed bank against the failed bank’s former directors and officers
Guest Post: Second Circuit Rules for Defendants in Landmark Insider Trading Case
In the following guest post, Susanna Buergel, Charles Davidow, Andrew Ehrlich, Brad Karp, Daniel Kramer, Richard Rosen and Audra Soloway, all of whom are litigation partners at Paul, Weiss, Rifkind, Wharton & Garrison LLP who are members of the Firm’s Securities Litigation Practice group explain the significance of the Second Circuit’s decision United States v.