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Kevin M. LaCroix is an attorney and Executive Vice President, RT ProExec, a division of RT Specialty. RT ProExec is an insurance intermediary focused exclusively on management liability issues.

As I have noted in prior posts, due to a political “backlash” against ESG, many companies have found it expedient to avoid talking about ESG altogether – a developing that has been referred to as “greenhushing.” Indeed, some academics have even suggested that it may be time to say “RIP” to ESG. But if the expression “ESG” is now verboten, how are we going to talk collectively about the various topics encompassed by the term “ESG”?

According to a January 10, 2024, front-page Wall Street Journal article entitled “The Latest Dirty Word in Corporate America: ESG” (here), as “ESG” has become the three letters that corporate officials dare not utter, they have found other ways to talk about “responsible business.” Meanwhile, corporate environmental and social responsibility efforts continue despite the apparent banishment of “ESG” as an expression. Moreover, as also discussed below, due to regulatory changes, the likelihood is that discussion of the concepts underlying what was referred to in past as “ESG” are only going to increase, regardless whether or not the term “ESG” is used.

Continue Reading Goodbye ESG, Hello “Responsible Business”

According to a new report, the number of excess fee and performance lawsuits filed in 2023 declined relative to the extraordinary filings levels in 2022, but excess fee lawsuit filings remained elevated. By contrast to prior years in which plaintiffs’ lawyers seemingly targeted benefit plans of all sizes, in 2023 the excess benefit plan lawsuits filed in 2023 primarily targeted companies with larger benefit plans. The number and aggregate total value of excess fee lawsuit settlements in 2023 was a record levels during the year. The January 8, 2024, report about the excess fee lawsuit filings, written by Daniel Aronowitz of Euclid Specialty, can be found here.

Continue Reading Excess Fee Lawsuit Filings Declined in 2023 Due to Backlog of Prior Cases

Because so many of you were out of the office or away from your desks last week, I am posting a reminder that, along with my colleagues Marissa Streckfuss and Chris Bertola, I will be hosting a free, one-hour seminar on The Top Ten D&O Stories of 2023 on Thursday, January 11, 2023 at 11:00

The directors’ and officers’ liability environment is always changing, but 2023 was a particularly eventful year, with important consequences for the D&O insurance marketplace. The past year’s many developments also have significant implications for what may lie ahead in 2024 – and possibly for years to come.  I have set out below the Top Ten D&O Stories of 2023, with a focus on future implications. Please note that on Thursday, January 11, 2024 at 11:00 AM EST, my colleagues Marissa Streckfus, Chris Bertola, and I will be conducting a free, hour-long webinar in which we will discuss The Top Ten D&O Stories of 2023. Registration for the webinar can be found here. I hope you can join us for the webinar.

Continue Reading The Top Ten Stories in D&O of 2023

D&O insurers closely track the annual number of securities class action lawsuit filings. The number of annual filings can provide some indication of the insurers’ ultimate loss costs for the year. The current year’s filing patterns can also inform the insurers’ efforts to try to determine the profit-making price for their insurance product.

In 2023, the number of federal court securities class action lawsuits filed increased more than 7% compared to 2022, although the number of federal suit filings still remained well below the elevated levels seen in the recent past. Several factors contributed to the increased number of securities suit filings during the year, including disruption in the banking sector as well as the overall impact of macroeconomic factors.

Continue Reading Federal Court Securities Class Action Lawsuit Filings Increased in 2023
Mark Sutton
Leah Barratt

In the following guest post, the authors examine two specific provisions of the new U.K. Economic Crime and Corporate Transparency Act 2023. The two provisions the authors examine are the Act’s new corporate offense of “failure to prevent fraud” and the reformed “identification principle.” The authors of this guest post

In a January 25, 2023, opinion in the McDonald’s case that has become known as McDonald’s I, Delaware Vice Chancellor Travis Laster held, as discussed in detail here, that liability for breach of the duty of oversight can extend to corporate officers as well as to directors. While there have been subsequent cases that have raised breach of the duty of oversight claims against officers, there have been no published decisions analyzing the duty of oversight as pertains to officers — that is, until now.

In a short December 14, 2023, opinion that emphasizes the high bar for oversight claims against officers, Vice Chancellor Lori Will dismissed claims that the personal transportation device company Segway brought against its former President. VC Will expressly rejected any suggestion that the standard to plead an oversight breach claim against a corporate officer is any lower than the high standards applicable to oversight claims against directors. A copy of VC Will’s opinion can be found here.

Continue Reading Delaware Court: High Barrier for Oversight Claims Against Officers

In the latest installment in its D&O Insurance videos series, London-based insurer RisingEdge, in a panel discussion of D&O insurance experts, examines the five steps in the D&O insurance policy placement, implementation, and deployment process. The panel, which is moderated by RisingEdge CEO Philippe Gouraud, includes Lianne Gras of Howden; Robert Barnes of GAWS in

Public company D&O insurance policies provide entity coverage (that is, insurance for the benefit of the insured organization) only for “Securities Claims.” But what is a “Securities Claim”? That is the question that Delaware’s courts have grappled with in a long-running dispute between the telecommunications company Verizon and its insurers.

The Delaware Superior Court had

For some time now, one of the hottest bets in the U.S. economy has been the electric vehicle industry. Until recently, manufacturers struggled to meet consumer demand. However, as 2023 progressed, something unexpected happened. Consumer demand for electric vehicles began to decline. A number of factors – including heightened interest rates – contributed to this development, but the perception of declining demand has set off alarm bells, particularly among EV manufacturers’ suppliers.

In an example both of how the declining demand can affect EV suppliers and the way that the decline can translate into securities litigation, on December 13, 2023, a plaintiff shareholder filed a securities suit against electric vehicle semiconductor supplier ON Semiconductor after the company announced declining sales of its automotive business segment products because of declining consumer EV demand. A copy of the plaintiff’s complaint can be found here.

Continue Reading Semiconductor Company Hit with Securities Suit as EV Demand Declines