Because so many of you were out of the office or away from your desks last week, I am posting another reminder that, along with colleagues Marissa Streckfuss and Chris Bertola, I will be hosting a free, one-hour seminar on The Top Ten D&O Stories of 2022 on Thursday, January 12, 2023 at 11:00 am. Registration for the seminar can be found here. I hope all of you can join in. My Top Ten blog post can be found here.

As 2022 came to an end, many SPAC sponsors and executives, concerned about the possible onset on January 1, 2023, of an excise tax on amounts to be returned to investors, moved to liquidate their SPACs. As discussed further below, concerns about the possible applicability of the tax have now been alleviated, but given the general marketplace conditions for SPAC merger transactions, it seems likely that there will be further SPAC liquidations ahead in the new year. The possibility of a SPAC liquidation raises a number of considerations, including also important considerations with respect to D&O insurance. Continue Reading SPAC Liquidations and D&O Insurance

Jeff Lubitz
Jarett Sena

In the following guest post, Jeff Lubitz, Managing Director, ISS Securities Class Action Services, and Jarett Sena, Director of Litigation Analysis, ISS Securities Class Action Services, take a detailed look at the largest securities class action settlements of 2022, and in particular at the largest 10 U.S. securities class action settlements during the year as well as the largest non-U.S. settlements.  I would like to thank Jeff and Jarett 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 authors’ article. Continue Reading Guest Post: The Largest Securities Class Action Settlements of 2022

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As I noted in my recent round-up of D&O insurance issues, one of the consequences of the end of the SPAC IPO boom is that many of the SPACs from the IPO classes of 2020 and 2021 have given up trying to find a merger target and instead have opted to liquidate – which raises the question whether liquidation could lead to litigation. On the one hand, where’s the harm, since the investors get their money back. On the other hand, in our litigious society, litigation often follows after disappointed expectations. A December 30, 2022, lawsuit brought by SPAC investors against the SPAC, its sponsors, and its directors and officers, may provide an example of how litigation can arise in the wake of a SPAC liquidation. Continue Reading Liquidating SPAC Hit With Suit Over Proposed Asset Distribution

The directors’ and officers’ liability environment is always changing, but 2022 was a particularly eventful year, with important consequences for the D&O insurance marketplace. The past year’s many developments also have significant implications for what may lie ahead in 2023 – and possibly for years to come.  I have set out below the Top Ten D&O Stories of 2022, with a focus on future implications. Please note that on Thursday, January 12, 2023 at 11:00 AM EST, my colleagues Marissa Streckfus, Chris Bertola, and I will be conducting a free, hour-long webinar in which we will discuss The Top Ten D&O Stories of 2022. Registration for the webinar can be found here. I hope you will please join us for the webinar.

Continue Reading The Top Ten D&O Stories of 2022
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Federal court securities class action lawsuits filings slightly declined in 2022 compared to 2021, representing the third straight years of filing declines. The number of 2022 filings also fell below long-term annual filing averages; however, the number of core federal court securities class action filings in 2022 was only slightly below the number of 2021 core filings and the long-term historical annual average number of core filings.

Continue Reading 2022 Federal Court Securities Suit Filings Decline Slightly Relative to Recent Years

Businesses these days face a wide variety of headwinds – rising interest rates, economic inflation, supply chain and labor supply disruptions, war in Ukraine, even continued disruptions from COVID – that are interfering with business operations and affecting financial performance. In some instances, these macroeconomic factors are translating into securities litigation. In the latest example of this phenomenon, a plaintiff shareholder has sued video display systems company Daktronics following the company’s announcement that supply chain disruptions, labor shortages, and shutdowns in China caused a decline in the company’s sales, which led to a later announcement of a “substantial doubt” of the company’s ability to continue as a going concern. The December 21, 2022, complaint can be found here. Continue Reading Video Display Company Hit with Supply Chain-Related Securities Suit

In a few days, when I work up my summary of the year’s events in the world of D&O, one of the stories I will be covering will be the volume of SPAC-related securities litigation during the year. The SPAC-related litigation represents a significant part of the year’s securities class action lawsuit filings. The latest example of this phenomenon is the lawsuit filed late last week against residential home improvement financing platform Sunlight Financial Holdings, Inc., which became a public company through a July 2021 merger with a SPAC. The new lawsuit is in many ways representative of the kinds of SPAC-related lawsuits filed this year. A copy of the complaint in the new lawsuit can be found here. Continue Reading Construction Financing Platform Hit with SPAC-Related Securities Suit

Since the initial coronavirus outbreak in the U.S. in March 2020, plaintiffs’ lawyers have filed a host of securities class action lawsuits against companies raising a variety of COVID-19-related allegations. Many of these cases have faced significant hurdles at the initial pleading stage, and in a number of cases the dismissal motions have been granted. The one categorical exception to these dismissal motion generalizations seems to be cases involving vaccine development companies. Two rulings in the past week seem to corroborate both of these observations. First, in a December 9, 2022 ruling in the securities suit pending against the diagnostic testing company Talis Biomedical, the court granted the defendants’ motion to dismiss (albeit with leave to amend). However, in a December 12, 2022 ruling in the securities case against the vaccine development company Novavax, the court denied the defendants’ dismissal motion in significant part. The rulings in these two cases are discussed below. Continue Reading Dismissal Motion Ruling Patterns Emerge in COVID-19-Related Securities Suits

On December 13, 2022, the U.S. Supreme Court granted the petition of Slack Technologies to have the court take up the question of the plaintiff’s standing to pursue ’33 Act liability claims against the company. The standing question arises because the plaintiff bought his Slack shares in connection with the June 2019 transaction in which Slack went public through a direct listing rather than through a traditional IPO. Though the standing questions arises in the relatively narrow context of the company’s direct listing, the standing questions at issue potentially could affect ’33 Act liability claims in other contexts as well. A copy of the U.S. Supreme Court’s December 13, 2022 order in the Slack case can be found here. Continue Reading Supreme Court Agrees to Take Up Question of ’33 Act Standing in Slack Direct Listing Case