Priya Cherian Huskins

As I have noted in prior posts (most recently here), there have already been at least two coronavirus-related securities class action lawsuits filed. In the following guest post, Priya Cherian Huskins, takes a look at these first pandemic-related cases and compares and contrasts them with general securities litigation filings patters. She also takes a look at the implications of the cases for coronavirus-related company disclosures.  Priya is a Senior Vice President and Partner at Woodruff Sawyer. A version of this article previously appeared in the D&O Notebook. I would like to thank Priya for allowing me to publish her 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 Priya’s article. Continue Reading Guest Post: Coronavirus: An Update on Securities Suits and on Updating Company Disclosures

Among the more significant securities class action filing trends in recent years has been the rise in event-driven litigation – that is, lawsuits based on adverse developments in the defendant company’s business operations, as opposed to allegations based on alleged financial or accounting misrepresentation. But while event-driven suits arguably have garnered the most attention, the reality is that the number of federal court securities class action lawsuits involving accounting allegations was at “record levels” in 2019, at least when merger-related accounting suits are taken into account. According to a new report from Cornerstone Research, the number of securities suit filings in 2019 involving accounting allegations was nearly double the historical average. The March 25, 2020 report, entitled “Accounting Class Action Filings and Settlements: 2019 Review and Analysis” can be found here. Cornerstone Research’s press release describing the report can be found here. Continue Reading Accounting-Related Securities Suit Filings at “Record Levels” in 2019

Daniel Wolf

This blog’s readers know that a claim arising from the current coronavirus-related outbreak could present a number of insurance-related issues, including, among many others, perennial issues involving timeliness of notice of claim. In the following guest post, Daniel Wolf, an associate at the Gilbert LLP law firm, take a look at notice of claim considerations businesses may want to take into account with respect to potential coronavirus-related claims  A version of this article first appeared on his firm’s blog. I would like to thank Daniel 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 Daniel’s article. Continue Reading Guest Post: For Businesses at Risk of COVID-19 Lawsuits, Consider Providing Notice of Circumstance

The coronavirus pandemic poses a host of threats and challenges for every organization. The outbreak also presents a number of serious challenges for boards of directors as well. In the following guest post, Paul Ferrillo, a partner in the McDermott, Will & Emery law firm, considers the challenges that boards are facing and the litigation threats that may arise as a result. I would like to thank Paul 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 Paul’s article. Continue Reading Guest Post: Directors Beware: More Perils from COVID-19

Sean M. Fitzpatrick

A great deal of the attention in the business pages to the coronavirus outbreak has focused on the question of insurance coverage for pandemic-related business losses. In the following guest post, Sean M. Fitzpatrick takes a look at these issues and provides his own thoughts. Sean is professor of public policy at Trinity College in Hartford, CT. This article was originally published in the CT Mirror on March 22, 2020. I would like to thank Sean 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 Sean’s article. Continue Reading Guest Post: America’s Insurance Capital to the Rescue?

John F. McCarrick

As I have noted in prior posts, among the many implications from the current coronavirus outbreak is the possibility that the pandemic might result in D&O claims. This possibility in turn has a number of D&O insurance underwriting implications. In the following guest post, John F. McCarrick, a partner in the White & Williams law firm, takes a look at these possible underwriting implications. A version of this article previously was published as a White & Williams client alert. I would like to thank John 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. Continue Reading Guest Post: Underwriting D&O Risks for Coronavirus (COVID-19)-Related Exposures

With the news about the coronavirus outbreak dominating the headlines, other important stories have faded into the background — though they definitely have not gone away. Among these important continuing stories is the U.S. trade war with China. The frontlines of this trade war are on the battlefield of economic competition, which these days includes, among other things, export and import controls and other coercive measures. As one commentator has put it, the “highest-profile example of the United States’ use of targeted coercive measures against China is its yearlong campaign against Huawei, China’s national-champion telecommunications company.” And as a recently filed lawsuit demonstrates, among the implications of the two countries’ competition – and specifically, the U.S. measures targeting Huawei – is a risk that affected companies can be exposed to government investigations and also to D&O claims. Continue Reading Semiconductor Company Hit with China Trade War-Related Securities Suit

H.M.S. Endeavour

I am sure I am not the only one who has been thinking about leadership over the last few days. Leadership, as we all know, is not tested when seas are calm and skies are blue. Leadership is tested in a time of crisis. It is in times of crisis that leadership matters most.

 

These thoughts were in the forefront of my mind as I was reading Peter Moore’s excellent book, “Endeavour: The Ship That Changed the World,” which tells the story of the ship best known as the vessel on which Captain James Cook and his crew sailed their voyage of exploration and discovery between 1768 and 1771. Continue Reading Reflections on the Meaning of Leadership

Among the numerous companies hit with #MeToo-related management liability lawsuits in the late 2017 to early 2019 time frame was the national pizza restaurant company Papa John’s International Inc. The plaintiffs in the securities class action lawsuit alleged that company founder and former CEO John Schnatter and other executives sexually harassed company employees and cultivated a hostile workplace culture while the company misleadingly touted the Company’s culture and failed to divulge the true conditions to investors. The defendants’ moved to dismiss. In a March 16, 2020 order, Southern District of New York Judge Kimba Wood granted motion to dismiss, with leave to amend. Judge Wood’s order can be found here. Continue Reading Papa John’s #MeToo-Related Securities Suit Dismissed, For Now

The Delaware Supreme Court unanimously held that corporate charter provisions requiring claims under the Securities Act of 1933 to be litigated in federal court are facially valid. These kinds of provisions were proposed after the U.S. Supreme Court’s March 2018 decision in Cyan affirming that state court’s retain concurrent jurisdiction for ’33 Act liability actions. However, in December 2018, the Delaware Chancery Court ruled that federal forum provisions are invalid and unenforceable. In its March 18, 2020 decision (here), the Delaware Supreme Court reversed the Chancery Court, holding that federal forum provisions are a valid form of “private ordering.” The ruling has important implications, which are discussed below. And as also discussed below, there is a very interesting backstory – involving key D&O insurance industry players – to this successful appeal. Continue Reading Delaware Supreme Court Holds Federal Forum Provisions Facially Valid