Francis Kean

For those of you who may not be following the unfolding news in the U.K. involving P&O Ferries and its firing of 800 of its sailors, it is quite a story. (Background here.) In the following guest post, Francis Kean considers the D&O insurance issues that the P&O Ferries situation could present. Francis is a Partner in the Financial Lines team at McGill and Partners. This article was previously published as a post on the Airmic website. 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 this 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: Would the Board of P&O Ferries be Covered under a D&O Policy?

In the latest edition of its annual report, the Sidley Austin law firm takes a detailed look at important securities litigation developments in 2021 relating to life sciences companies. The report includes not only a review of life sciences companies’ securities litigation class action filings trends but also examines life sciences companies’ track record in the courts, both with respect to motions to dismiss in the district courts and on appeal. The law firm’s report, entitled “Securities Class Actions in the Life Sciences Sector: 2021 Annual Survey” can be found here. The same site also includes a link to a short summary of the report. Continue Reading A Detailed Look at the 2021 Securities Litigation Against Life Sciences Companies

In Miguel de Cervantes Saavedra’s novel Don Quixote, a barber’s basin is, through Don Quixote’s fertile imagination, transformed into the “Helmet of Mambrino.” Don Quixote is quite concerned about the care taken with the precious helmet, and so he inquires about it to Sancho Panza. Continue Reading Sunday Arts: Mambrino’s Helmet

Bryan W. Petrilla

On March 16, 2022, the Delaware Supreme Court issued an important decision on the “relatedness” issue in the First Solar case, as I discussed in a prior post on this site, here. In the following guest post, Bryan W. Petrilla, Esq., a partner in the Stewart Smith law firm in Philadelphia, takes a look at the First Solar decision and considers its implication. I would like to thank Bryan 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. Here is Bryan’s article. Continue Reading Guest Post: Must Claims be “Fundamentally Identical” to be “Related”? The Delaware Supreme Court Weighs In  

The pace of SPAC-related securities lawsuit filings recently has perceptibly increased. Earlier this week, I noted two SPAC-related securities class action lawsuits that had been filed in the preceding days. Following my publication of that earlier post, plaintiffs’ lawyers filed two more SPAC-related securities suits, adding to the growing numbers of SPAC-related securities suits that have been filed this year. As discussed below, the likelihood is that we will continue to see further SPAC-related securities suit filings in the months ahead. Continue Reading Two More Post-SPAC-Merger Companies Hit with Securities Suits

Since the earliest outbreak of the coronavirus in the U.S. in March 2020, I have been tracking the coronavirus-related D&O litigation. There have been D&O suits filed throughout the intervening period, though the nature of the suits and the kinds of allegations have evolved over time. One recent aspect of the changes has been that, as pandemic-related circumstances have blended into general business conditions, it has become increasingly difficult to say with certainty whether certain new suits are or are not pandemic-related. A case in point is a lawsuit filed earlier this week against software company Everbridge, which experienced a recent stock price decline due to a number of circumstances including some that the company itself declared to be pandemic-related. I discuss below my reasons for including this new lawsuit in my tally of coronavirus-related lawsuits. A copy of the complaint filed on April 4, 2022 Central District of California can be found here. Continue Reading New Securities Suit Against Software Company is in Significant Part COVID-Related

Over recent months, there has been a series of regulatory, legislative, and litigation measures and actions implemented to try to address perceived concerns about diversity in the corporate boardroom. Prominent among these measures was AB 979, the California board diversity statute for “underrepresented communities.” This California legislative measure was the subject to a legal challenge seeking to prevent the California secretary of state from expending taxpayer funds to enforce the measure, which, the taxpayer plaintiffs claimed, violated the equal protection clause in the California state constitution. In an interesting and detailed April 1, 2022 opinion (here), California Superior Court Judge Terry A. Green, granted the taxpayers’ motion for summary judgment, striking down the legislation on equal protection ground. Continue Reading Court Strikes Down California Board Diversity Statute

Last week, the SEC introduced proposed disclosure guidelines for special purpose acquisition companies (SPACs) which, if ultimately finalized, will significantly alter the business, legal, and regulatory environment for SPACs and for their merger partners. In the meantime, plaintiffs’ lawyers continue to demonstrate their interest in pursuing claims against post-SPAC-merger operating companies. As discussed below, and in two more examples of what is already one of the most noteworthy securities litigation phenomena so far this year, last week plaintiffs’ lawyers filed two more SPAC-related securities class action lawsuits. As has been the case with many of the recent SPAC-related securities suits, both of the latest suits involve companies in the electric vehicle and smart vehicle industries. Continue Reading Two More Post-SPAC-Merger Vehicle Technology Companies Get Hit With Securities Suits

As I have noted in prior posts on this site (most recently here), plaintiffs’ lawyers’ claims in cybersecurity-related D&O lawsuits recently have fared poorly. A number of these suits recently have failed to clear the initial pleading hurdles. However, in a ruling last week, the federal judge presiding over the SolarWinds cybersecurity-related securities suits substantially denied the defendants’ motions to dismiss in an opinion that has a number of interesting features, as discussed below. Western District of Texas Judge Robert Pitman’s March 30, 2022 opinion in the case can be found here. Continue Reading Dismissal Motion Largely Denied in the SolarWinds Cybersecurity-Related Securities Suit

In what is the latest step in what the Wall Street Journal has called “SEC Chairman Gensler’s wider push to rein in Wall Street through tougher regulation,” the SEC has approved, by a 3-1 vote, new proposed disclosure requirements and investor protections in connection with SPAC IPOs and de-SPAC transactions. The overall effect of the proposed new regulations, if implemented in a form similar to the proposal, would be to make the SPAC-related disclosure requirements more like those applicable to traditional IPOs. The proposed rules could have a sweeping impact not just on the SPAC IPO marketplace, but also on the marketplace for de-SPAC transactions, at a time when over 600 SPACs are currently searching for merger targets.

 

The SEC’s March 20, 2022 press release about the proposed new rules can be found here. The Commission’s 372-page proposal can be found here. The Commission’s short fact sheet about the proposed new rules can be found here. Cydney Posner’s detailed analysis of the proposal on the Cooley law firm’s PubCo blog can be found here. Continue Reading SEC Proposed New SPAC-Related Disclosure Rules and Investor Protections