John Orr, Lawrence Fine, and Angus Duncan

In the following guest post, John Orr, Lawrence Fine, and Angus Duncan summarize the findings from the latest WTW Directors’ and Officers’ Liability Survey. John is WTW’s D&O Liability Product Leader; Larry is WTW’s Management Liability Coverage Leader; and Angus Duncan is a Global D&O Coverage Specialist for WTW. 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 submit a guest post. Here is the author’s article.

Continue Reading Guest Post: What has You Worried? Notes from WTW’s 2023 D&O Survey
Mark Sutton
Leah Barratt

In the following guest post, Mark Sutton and Leah Barratt take a look at the proposed Economic Crime and Corporate Transparency Bill, a piece of legislation currently pending in the U.K. Mark is a Partner and Leah is a Senior Associate in the Clyde & Co. law firm. A version of the article previously was published on the Clyde & Co. website. I would like to thank Mark and Leah for allowing me to publish their article on this site. I welcome guest post submissions from responsible authors on topics of interest to readers of this blog. Please contact me directly if you would like to submit a guest post. Here is Mark and Leah’s article.

Continue Reading Guest Post: Failure to Prevent Fraud – the New Company Exposure

Earlier this month, the U.S. Center for Disease Control announced the end in the U.S. of the COVID-19-related public health emergency that began in March 2020. Yet even though the public health emergency has now officially ended, the pandemic’s effects still continue to affect company’s financial results, and still continue to result in COVID-19-related securities class action lawsuits. In the latest litigation example, late last week a plaintiff shareholder filed a securities class action lawsuit against The Walt Disney Company related to the fallout from the company’s early pandemic-related success with and commitment to its Disney+ streaming services, a bet that soured as the pandemic progressed. The new filing shows that though the public health emergency may have ended, the pandemic-related securities litigation risk continues.

Continue Reading Disney Hit With Securities Suit with COVID-Related Allegations

In a ruling last week, Delaware Vice Chancellor Travis Laster denied motions to dismiss in the shareholder derivative suit against Facebook executives for failing over the course of several years to protect users’ data privacy. The alleged privacy violations to which the lawsuit relates were the subject of a massive $5 billion penalty that Facebook agreed to pay to the FTC to settle charges that the company had violated a 2012 consent order relating to protecting users’ privacy. As discussed in a May 10, 2023, Law360 article (here), Vice Chancellor Laster made his ruling from the bench in a telephonic hearing. Vice Chancellor Laster’s ruling is also discussed in a May 10, 2023, Associated Press article (here). As discussed below, Vice Chancellor Laster’s ruling underscores the extent to which privacy-related issues represent an area of significant corporate liability exposure.

Continue Reading Court Denies Dismissal Motion in Facebook User Data Privacy Derivative Suit

The parties in the Kraft Heinz Securities Group securities class action litigation have agreed to settle the case for $450 million, a massive settlement that makes the list of all-time largest settlements. The settlement is subject to court approval. A copy of the parties’ stipulation and agreement of settlement, which was filed with the court on May 5, 2023, can be found here.

Continue Reading Kraft Heinz Securities Litigation Settles for $450 Million

The U.S. Supreme Court has agreed to take up a case that will address the question of whether or not a claimant alleging that his employer fired him in retaliation for whistleblowing must prove that the employer acted with retaliatory intent. The court’s consideration of the case has important implications for claimants under the Sarbanes-Oxley Act’s anti-retaliation provisions, because claimants could face significantly greater difficulty in establishing their claims if they must prove that the employer acted with subjective intent to retaliate. The case could also have important implications for retaliation claims under other federal whistleblower protection laws. The Court’s May 1, 2023, order agreeing to take up the case can be found here.

Continue Reading Supreme Court To Consider Whether Whistleblower Must Show Retaliatory Intent
The Court of the Myrtles at the Alhambra

The D&O Diary’s European assignment continued this past week with a visit to Andalusia, the Southernmost region of Spain. After the cool cloudiness of Northern Germany, the hot, brilliant Andalusian sunlight came as something of a shock. This was a first-time ever visit for us to the venerable and culturally rich cities of Sevilla, Cordoba, and Granada. Our expectations were high; our experience far exceeded our expectations.

Continue Reading Andalusia
Frankfurt Skyline

The D&O Diary is on assignment this week in Europe, with a first stop in Frankfurt, Germany. I have been to Frankfurt on several prior visits, and the city’s streets, sites, and public transportation system are pleasantly familiar. The weather was cool and mostly cloudy for most of the visit, but just the same it was great being back and enjoying the city again.

Continue Reading Back in Frankfurt

In the past, shareholder derivative lawsuits tended to settle for the defendants’ agreement to adopt corporate therapeutics and the payment of plaintiffs’ attorneys’ fees. There typically was not a cash component to the settlement, and rarely a substantial cash component. In more recent years, settlement patterns have changed, and, increasingly, derivative suit settlements have entailed large amounts of cash. The latest example of these new derivative suit settlement patterns is the $167.5 settlement of the derivative lawsuit brought by CBS shareholders in Delaware Chancery Court in connection with CBS’s $30 billion 2019 acquisition of Viacom. (The combined company was known as ViacomCBS, which changed its named to Paramount Global in February 2022.) Paramount Global disclosed the settlement of the CBS shareholder derivative lawsuit it its April 21, 2023 filing on Form 8-K, here.

Continue Reading CBS Shareholder Derivative Suit Relating to Viacom Merger Settles for $167.5 Million