On May 15, 2014, in an interesting decision illustrating how complex insurance contract wordings can interact to produce outcomes policyholders may not have expected or intended, District of Columbia Superior Court Judge Frederick H. Weisberg held that as worded a broad professional services exclusion in The Carlyle Group’s management liability insurance policy precluded coverage for
The Latest on Arbitration Clauses in Corporate Bylaw Provisions
In a recent post, I noted the Delaware Supreme Court’s ruling upholding the validity of bylaw provisions shifting the costs of litigation to an unsuccessful intra-corporate litigation claimant, which is the latest in a series of judicial decisions in which courts have recognized the authority of corporate boards to address shareholder litigation concerns in
Professional Liability Underwriting Society to Host Regional Symposium in Hong Kong on May 27, 2014
On May 27, 2014, the Professional Liability Underwriting Society (PLUS) will host its 2014 Professional Liability Regional Symposium in Hong Kong. This half-day program will focus on regulatory and corporate fraud issues facing the Asian marketplace. PLUS’s presentation of this event marks the third year that PLUS has hosted a regional educational and networking event
Looted Art, Provenance, and D&O Claims
The recent discovery in the Munich apartment of Cornelius Gurlitt of a massive trove of Nazi-looted art has drawn renewed attention to the fraught and murky world of art provenance – that is, the ownership history of art works, which can be critical for determining who holds proper title to the art. Provenance questions frequently
Guest Post: Some States Have Sidestepped the JOBS Act’s Burdensome Crowdfunding Rules
In a recent post, I noted the concerns that are developing as the various provisions of the JOBS Act are staged in. These concerns are sufficiently significant that only two years after Congress passed the JOBS Act, there are proposals circulating in Congress to revise some of the JOBS Act’s provisions. Among the areas
Delaware Supreme Court Upholds Fee-Shifting Bylaw Validity
In a development with significant implications for the economics of shareholder litigation, the Delaware Supremee Court has upheld the validity of a corporate bylaw provision shifting fees to an unsuccessful litigant. In a May 9, 2014 opinion (here), the Court held in ATP Tour, Inc. v. Deutscher Tennis Bund that a by-law provision
Corporate Employment Practices and D&O Liability Exposure
I am sure most readers were as fascinated as I was by the allegations n the high profile case involving alleged hiring practices among some of the most prominent companies in Silicon Valley. The lawsuit asserted that the companies – including, for example, Apple and Google – had agreed among themselves e that they wouldn’t
Lender Liability Coverage: Contractual Liability Exclusion Does Not Preclude Coverage for Interrelated Claim
In a March 20, 2014 decision involving interpretation of the interrelated wrongful acts provision and of the contractual liability exclusion in a bank professional liability insurance policy, District of Idaho Magistrate Judge Ronald E. Bush entered summary judgment on behalf of the policyholder, ruling that the underlying dispute was covered under the policy’s lender liability
Is a Remote Annual Meeting Venue an Indicator of Corporate Risk?
Those interested in trying to identify possible corporate risk indicators will want to take a look at a March 18, 2014 paper by Temple University finance professor Yuanzhi Li and New York University finance professor David Yermack entitled “Evasive Shareholder Meetings” (here). According to the authors’ research, there is a strong negative correlation
Wyndham Worldwide Board Hit with Cyber Breach-Related Derivative Lawsuit
In what is the latest example of the potential cybersecurity-related liability of corporate boards, a shareholder for Wyndham Worldwide Corporation has initiated a derivative lawsuit against certain directors and officers of the company, as well as against the company itself as nominal defendant, related to the three data breaches the company the company and its