Sarah M. Abrams, Esq.

An important corporate governance topic – but a subject that I frankly have not addressed frequently this site – is the topic of executive compensation. In the following guest post,  Sarah Abrams, Director, Management Liability Claims at Markel, examines the recent rise in D&O litigation involving executive compensation. I would like to thank Sarah for allowing me to publish her article 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 Sarah’s article. Continue Reading Guest Post: As Equity Markets Surge, Carriers Need to Examine D&O Governance Exposure

Paul Ferrillo
Gregory A. Markel

Requests for the inspection of books and records pursuant to Section 220 of the Delaware General Corporation Law is an important part of corporate litigation in Delaware. One important issue for these types of proceedings is the scope of documents that these types of requests can reach, particularly when it comes to privileged documents and other pre-discovery material. In the following guest post, Paul Ferrillo and Gregory A. Markel take a look at recent Delaware case law addressing these important issues. Paul is a partner in the securities litigation group at the Seyfarth Shaw law firm and Greg is co-head of the securities litigation group at Seyfarth Shaw. Paul and Greg would like to acknowledge the substantial contribution of Seyfarth associate Sarah A. Fedner to the completion of this article. I would like to thank Paul and Greg for allowing me to publish their article as a guest post on this site. I welcome guest post submissions from responsible authors of topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is Paul and Greg’s article. Continue Reading Guest Post: Section 220 Books and Records Demands: Can You Obtain Privileged Documents Too?

In the latest securities class action lawsuit involving a company that recently became publicly traded through a merger with a SPAC, a biodegradable plastics company and certain of its directors and officers have been hit with securities suit following media reports questioning the company’s claims about the biodegradability of its products. The company, Danimer Scientific, is one of several recently sued companies that completed a SPAC merger in December 2020. A copy of the May 14, 2021 complaint against Danimer can be found here. Continue Reading Post-SPAC Merger Securities Suit Filed Against Bio Plastics Firm

David Kaplan
Lane Arnold

One of the most important aspects of class action litigation in the U.S. is the right of individuals to “opt out” of the class. However, as discussed in the following guest post from David Kaplan and Lane Arnold, a series of recent developments has significantly complicated the decision-making framework for prospective opt outs. Kaplan is a Director at Saxena White P.A. and co-head of the firm’s Direct Action practice.  Arnold is a Senior Director – Legal at the University of Texas/Texas A&M Investment Management Company (UTIMCO).  This article was originally written and published in the April edition of The NAPPA Report.  I would like to thank Dave and Lane for allowing me to publish their article 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 Dave and Lane’s article. Continue Reading Guest Post: Protecting Securities Fraud Recoveries: Investors Face a Catch-22

In the latest example of a company that went public through a recent merger with a SPAC getting hit with a securities class action lawsuit, a plaintiff shareholder has filed a securities suit against plastics recycler PureCycle Technologies, certain of its executives, and the former chairman of the company’s SPAC merger partner. Like many of the recent SPAC-related securities lawsuit filings, this new lawsuit followed shortly after the publication of a highly critical short-sellers report. A copy of the plaintiff’s complaint can be found here. Continue Reading SPAC-Related Securities Suit Filed Against Plastics Recycling Company

In recent years, the SEC has established itself as an active cryptocurrency enforcement agency, according to a new report from Cornerstone Research. The report, entitled “SEC Cryptocurrency Enforcement: Q3 2013 – Q4 2020,” details that between July 2013 and year end 2020, the agency initiated a total of 75 enforcement actions and 19 trading suspension orders against respondents involved with digital assets. The report also shows that the agency’s cryptocurrency activity has steadily increased throughout the 2013-2020 period. A copy of the report can be found here. Cornerstone Research’s May 11, 2021 press release about the report can be found here. Continue Reading SEC Establishes its Cryptocurrency Enforcement Credentials

In the latest SPAC-related securities class action lawsuit filing, a plaintiff shareholder has initiated a securities suit against Skillz, Inc., an online gaming platform that in December 2020 merged with Flying Eagle Acquisition Corp. (FEAC), a publicly traded special purpose acquisition company (SPAC). The share price of the post-merger publicly traded company declined after short sellers issued reports questioning the company’s revenue recognition practices and other financial details. The lawsuit followed after the share price decline. The individual defendants named in the securities complaint include the former President of FEAC, who became a director of Skillz following the merger. A copy of the plaintiff’s May 7, 2021 complaint can be found here. Continue Reading Online Gaming Platform Hit with Post-SPAC Merger Securities Suit

In reporting in prior posts on SPAC-related litigation, I have primarily focused on federal court securities class action litigation (for example, here). In addition to the federal court litigation, there has also recently been state-court SPAC-related litigation filed, as I have also briefly noted (here, for example). In early April 2021, the Akin Gump law firm published a client alert memo noting that, at the time, over thirty SPACs has been sued in merger objection lawsuits filed in New York state court. In a May 5, 2021 post on her On the Case blog (here), Alison Frankel updated the Akin Gump filing data and reported that there have now been over 60 New York state court SPAC-related lawsuits filed. As Frankel’s article notes, the litigation itself is only part of the picture, as the plaintiffs’ lawyers involved have also been active in presenting SPACs with pre-lawsuit demand letters as well. Continue Reading SPAC-Related State Court Merger Objection Litigation

In the following guest post, Angus Duncan of Willis Towers Watson summarizes the result of the 2021 Willis Towers Watson D&O Liability Survey. I would like to thank Angus 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 Angus’s article. Continue Reading Guest Post: 2021 Willis Towers Watson D&O Liability Survey

Readers of this blog are well aware that the D&O insurance in the U.S. and the U.K. has been in a hard market since late 2018. The hard market has apparently affected D&O insurance conditions in other regions as well. According to a May 5, 2021 article on the NewDawnRisk website entitled “Where Next for D&O in the Middle East?” (here), written by Nicky Stokes, Head of Management Liability and Financial Institutions at NewDawnRisk, the current hard market conditions have also had an impact in the Middle East region as well. As a result of overall conditions in the global insurance market and a changing liability exposure environment, Middle Eastern D&O insurance buyers are also facing increased pricing, reduced insurer capacity, and an uncertain insurance landscape. Continue Reading Changing Market for D&O in the Middle East