The world of directors’ and officers’ liability is always dynamic, but 2018 was a particularly eventful year in the D&O liability arena. The past year’s many developments have significant implications for what may lie ahead in 2019 – and possibly for years to come. I have set out below the Top Ten D&O Stories of 2018, with an eye toward future possibilities. Continue Reading The Top Ten D&O Stories of 2018

The heightened pace of securities class action lawsuit filings continued in 2018, as filing levels remained well above historical patterns, even though the total number of suits dipped very slightly compared to 2017. The total number of filings during 2018 was significantly inflated by the number of federal court merger objection lawsuit filings during the year. However, even disregarding the M&A-related lawsuits, the number of traditional lawsuit filings during 2018 was well above long-term averages. Even more significantly, the litigation rate (that is, the number of suits relative to the number of listed companies) arguably was at all-time record high levels in 2018 compared to prior years, as discussed further below. Continue Reading Securities Suit Filings Continued at Heightened Pace in 2018

The Louvre Museum, in Paris

As part of a continuing series over the holidays, I have been publishing a series of top ten lists. Last week I published a list of the top ten travel destinations that you might not think of to visit. I also published a separate list of the top ten top travel destinations. Earlier this week, I posted Top Ten Lists for London and Paris. Next week, I will finally get around to publishing the Top Ten D&O Stories of 2018. But today, I am posting several additional top ten lists, just to round out the holiday season before returning to this blog’s more accustomed topics. Continue Reading Even More Top Ten Travel Lists!

April in Paris

Next week, after the holidays are well and truly over, I will be publishing my annual survey of the Top Ten Stories in the World of D&O for 2018. In the meantime, during the holidays, I have been posting a series of alternative Top Ten lists. Yesterday, I posted my list of top ten things to see and do in London. Today, I am publishing my list of the top ten things to see and do in my all-time favorite city, Paris. Continue Reading Top Ten: Paris   

Next week I will be publishing my annual Top Ten Stories in the World of D&O for 2018. For now, over the holidays, I am posting some alternative top ten lists. Last week, I published the list of the Top Ten Places That You Might Not Think of to Visit and the Top Ten Top Travel Destinations. In putting together both of my prior travel lists, I omitted a number of cities that are at the top of everyone’s own travel destination lists. In today’s post, I am going to focus on one of those particular destination cities, one of my favorite places on the planet, the great city of London. Continue Reading Top Ten: London          

The Sydney Opera House and the Sydney Harbor Bridge, viewed from the Royal Botanical Gardens in Sydney

Over the holidays and in anticipation of my upcoming annual list of the Top Ten D&O stories, I am publishing a series of alternative Top Ten lists. Yesterday, I posted a list of the top places that you might not think of to visit. Today, I am posting my list of the Top Ten Top Destinations. These are the places that make most people’s own lists of places to go, but ranked according to my view of the most worth visiting. Continue Reading The Top Ten Top Travel Destinations

The Adriatic Sea, viewed from the city walls of Dubrovnik

In a few days, I will be publishing my annual Top Ten D&O Stories list for 2018. For now, though, I know that everyone is enjoying the holidays, and that right now no one really wants to be reading about insurance or the law. So instead, over the next few days I am going to be publishing a series of alternative Top Ten lists, starting with today’s list of Top Ten Places (That you Might Not Think of) to Visit. Continue Reading Top Ten Places (That You Might Not Think of) to Visit

Francis Kean

In the following guest post, Francis Kean, Executive Director FINEX Willis Towers Watson, reviews some interesting recent historical academic research on directors’ duties and the business judgment rule in the U.K.  A version of this article previously was published on the Willis Towers Watson Wire blog (here). I would like to thank Francis 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 thig blog’s readers. Please contact me directly if you would like to submit a guest post. Here is Francis’s article. Continue Reading Guest Post: The Truth about Directors’ Duties in the UK and the Business Judgment Rule

One idea circulating since the U.S. Supreme Court held in Cyan that state court Section 11 actions are not removable to federal court is that companies could avoid state court actions by adopting a federal forum bylaw or charter provision. Indeed, a number of companies recently have adopted these provisions prior to going public. Late last year, a shareholder of several IPO companies filed an action in Delaware Chancery Court seeking a judicial declaration that the companies’ Federal Forum Provisions are invalid. On December 19, 2018, Vice Chancellor Travis Laster issued a memorandum opinion agreeing with the plaintiff and holding that under Delaware law, Federal Forum Provisions are invalid and ineffective. A copy of Laster’s opinion can be found here. Continue Reading Delaware Court Holds Charter Provision Designating a Federal Forum for Section 11 Claims is Invalid

As I have noted in several recent posts, plaintiffs’ lawyers seem to have a renewed interest in trying to pursue securities class action lawsuits against companies that have experienced a data breach. Just to cite one recent example, as discussed here, within a day of Marriott’s recent high-profile announcement of a data breach involving its Starwood unit’s customer database, plaintiffs’ lawyers filed a securities class action lawsuit against the company. While plaintiffs’ lawyers may be drawn to these data breach cases, the cases may or may not prove to be successful for them. For example, in a recent ruling in the data breach-related securities class action lawsuit filed against PayPal late last year, the court granted the defendants’ motion to dismiss. The ruling highlights many of the problems plaintiffs’ lawyers will have in trying to pursue these kinds of cases. Northern District of California Judge Edward Chen’s December 13, 2018 ruling in the case can be found here. Continue Reading Dismissal Motion Granted in PayPal Data Breach-Related Securities Suit