In the latest example of a company that recently merged into a publicly traded SPAC getting hit with a post de-SPAC transaction securities suit, electric vehicle technology company XL Fleet Corp. has sustained a securities class action lawsuit that names as defendants both directors and officers of the post-merger operating company and a former officer of the SPAC. As discussed below, the new lawsuit shares several features in common with many of the recent SPAC-related lawsuit filings. A copy of the March 8, 2021 lawsuit can be found here. Continue Reading Electric Engine Technology Company Hit with Post De-SPAC Merger Securities Suit

As the lawsuits have been coming in, we have been tracking the coronavirus outbreak-related litigation, with more than two dozen securities suits accounted for so far. But while the plaintiffs’ lawyers have proven willing to pursue pandemic-related securities suits, the track record so far for these kinds of suits has been decidedly mixed. In the latest sign of the mixed bag of results for plaintiffs’ lawyers on these kinds of suits, on February 25, 2021, the plaintiffs’ lawyers who initiated the coronavirus outbreak-related securities suit against Royal Caribbean Cruises entered a voluntary dismissal without prejudice with the court (here). As discussed below, this development may have significance for other potential cases as well as for cases that have already been filed. Continue Reading Coronavirus-Related Securities Suit Against Royal Caribbean Voluntarily Dismissed

One of the interesting things about the 2020 securities class action lawsuit filing numbers is that even though the overall number of securities suit filings went down in 2020, the number of securities class action lawsuits filed against non-U.S. companies actually increased during the year. The 2020 securities suit filings against non-U.S. companies are reviewed in detail in a new report from the Dechert law firm entitled “2020 Developments in U.S. Securities Fraud Class Actions Against Non-U.S. Issuers.” The March 8, 2021 report can be found here. Continue Reading U.S. Securities Suit Filings Against Non-U.S. Companies Increased in 2020

The D&O insurance coverage decisions are coming out of the Delaware courts so fast and furious these days that it is getting hard to keep up. Just days before the Delaware Supreme Court issued its high-profile opinion in the Dole Foods case (which I discussed in yesterday’s post), the Delaware Superior Court issued an opinion in the Sycamore Partners case. As may come as no surprise to many industry observers, is favorable to policyholders. The Superior Court held in the Sycamore Partners case  that Delaware law applies to the question whether disgorgement or restitution of ill-gotten gains is uninsurable, and held further that as Delaware has no public policy that would prohibit the insurance, the so-called uninsurability defense does not preclude coverage for the amounts. While I have been critical of several recent Delaware court insurance coverage decisions, I have fewer concerns about the Sycamore Partners decision, as discussed below. A copy of the Superior Court’s February 26, 2021 decision can be found here. Continue Reading Delaware Court Rejects D&O Insurers’ Uninsurability Defense

In a development that undoubtedly will be discussed among D&O insurance professionals for months to come, the Delaware Supreme Court issued an opinion last week in the long-running Dole Foods insurance coverage battle. Many D&O insurance industry observers will not be surprised to learn that the Delaware Court’s opinion is favorable to policyholders. As discussed below, the opinion (and the many rulings in the court below in this dispute) may encourage insurers to consider possible policy wording revisions. A copy of the Delaware Supreme Court’s March 3, 2021 opinion can be found here. Continue Reading Del. Sup. Ct. Rules for Insureds in Long-Running Dole Foods D&O Insurance Coverage Dispute

Regular readers will recall that last summer and fall there was a series of lawsuits filed against the directors of several publicly traded companies that had no African Americans on their boards. For a time, it seemed as if this litigation outbreak had subsided, as no further lawsuits were filed after the end of September. However, the impression that this phenomenon had played itself out was dispelled in February, when a plaintiff shareholder filed yet another board diversity lawsuit against the directors of Micron Technology. Now, in the latest sign that the board diversity litigation movement may have even further to run, on March 5, 2020, a plaintiff shareholder filed yet another board diversity lawsuit, this time against Florida-based healthcare company, OPKO Health, Inc. The lawsuit against OPKO Health’s board can be found here. Continue Reading OPKO Health Hit with Board Diversity Lawsuit

According to the latest annual report from ISS Securities Class Action Services, there were four securities class action settlements in 2020 that were large enough to make the firm’s list of the Top 100 U.S. Securities Class Action settlements. These four settlements took place in a year in which there were a total of 99 approved monetary securities class action settlements totaling $3.26 billion The details of the settlements included the four largest can be found in the ISS SCAS report entitled “The Top 100 U.S. Class Action Settlements of All-Time,” here. Continue Reading ISS Releases 2020 Top 100 Securities Class Action Lawsuit Settlements List

Regular readers know that I have been tracking new securities class action lawsuits filed related to SPACs and SPAC transactions. In the latest of these suits — a securities class action lawsuit filed against a company that was acquired by a SPAC in September 2020 — a plaintiff shareholder has filed a securities suit against the company relating to post-transaction board actions taken against senior company officials. The complaint in the securities class action lawsuit filed on March 2, 2021 against Velodyne Lydar, Inc. can be found here. Also, please note the further discussion below relating to yet another recent SPAC-related securities lawsuit, as well. Continue Reading Electric Car Technology Company Hit with Post-deSPAC Securities Lawsuit

President Biden’s nominee to head the SEC, Gary Gensler, faced a grilling today before the U.S Senate banking committee as his nomination  proceeds through Congress. Although the outcome of his nomination technically remains uncertain, his eventual confirmation seems likely. With that possibility in mind, it seems timely to look ahead at some of the issues the agency may address and initiatives the agency may advance under the new administration.  As it is, because of some initiatives that already underway, it is possible to project where we might be headed, at least to a certain extent. Continue Reading What’s Ahead at the SEC?

In the following guest post, Tristan Hall, Andrew Milne, and Emma Boulding of the CMS Cameron McKenna Nabarro Olswang LLP law firm take a look at the new UK Pension Schemes Act, and in particular review the Act’s liability provisions and D&O insurance implications. I would like to thank the authors for allowing me to publish their 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 publish a guest post. Here is the authors’ article. Continue Reading Guest Post: New Pensions Risks for UK Directors