Several years ago when my wife (also a lawyer) and I were in London on holiday, we took the opportunity to visit Old Bailey, London’s famous criminal courthouse. We were fortunate on the day we visited to see a portion of rather sensational murder trial. The facts surrounding the underlying crime, while lurid, were also fascinating, but the most striking thing for us about the trial day we observed was the quality of the advocacy, which was absolutely brilliant. Witnessing the spectacle was a completely enthralling experience.
Continue Reading Book Review: “Court Number One: The Old Bailey Trials That Defined Modern Britain”

Whistleblowing has a long and respected tradition in the United States. In more recent times, whistleblowing and its protections have been part of several legislative schemes, including, for example, the creation in the Dodd-Frank Act of the SEC Whistleblower Program. The recent whistleblower complaint about President Trump’s July 2019 phone call with Volodymyr Zelensky, the President of Ukraine, underscores the continued important role of whistleblowing in the our political and business culture. As the events surrounding the recent whistleblowing complaint also show, whistleblowing is often regarded as a provocative act, and that, at a minimum, whistleblowing can be highly divisive.

A recently published book, “Crisis of Conscience: Whistleblowing in the Age of Fraud,”  written by journalist Tom Mueller, takes a detailed look at the role of whistleblowing in our culture, and the ways in which, despite all of the surrounding controversy, whistleblowing remains an indispensable part of maintaining order and enforcing our values and expectations.
Continue Reading  Book Review: “Crisis of Conscience: Whistleblowing in the Age of Fraud”

deskbookThose of us involved in the world of D&O liability insurance are well aware that the coverage issues often are technical and the relevant legal principles can change quickly as a result of evolving case law. It would be valuable for  practitioners in this area to have access to a reliable resource where the key principles are described and where the key case law authority can quickly be located. Fortunately, there is such a resource. It is the “Directors & Officers Liability Deskbook” (about which refer here), an American Bar Association publication written and edited by attorneys from the Sedgwick law firm. The book’s recently published Fourth Edition is a timely update. Every D&O liability insurance practitioner and indeed anyone looking for a quick and ready resource on D&O liability insurance coverage issuers will welcome this updated edition.
Continue Reading Book Review: Directors & Officers Liability Insurance Deskbook

fedsecurities-binderThe interpretation and application of the federal securities laws has in recent years proven to be a rapidly changing arena. For that reason, it is a particularly welcome development that the authors of the “Federal Securities Litigation: A Deskbook for the Practitioner” have released the latest update of their single-volume resource on litigation under the U.S. federal securities laws. The authors – Daniel Kramer and Audra Soloway of the Paul Weiss law firm, Jeff Hammel and David Brodsky of the Latham & Watkins law firm – have produced a fully updated version of the book, with changes reflecting important recent developments in the securities case law. The result is an updated volume that is clear, concise, and well-organized. Information about the 2016 update can be found here.
Continue Reading Book Review: Federal Securities Litigation

securities litigationIt is a truth universally acknowledged that a public company D&O insurance practice requires knowledge of the federal securities laws. And so like many others in our field, I have had to back-and- fill a working knowledge of the securities laws. Due to the way I acquired this knowledge, there are some bare spots – in particular, I sometimes am hamstrung because I lack the perspective that would allow me to see how it all fits together. So every now and then, I need to step back and reengage with the basics. All too often I find myself relying on the indifferent result of a Google search for this gap-filling. I have never really found a good, manageable source to use for caulking those securities law gaps. Until now, that is.
Continue Reading Book Review: “Securities Litigation: Law, Policy, and Practice”

money changes everythingRegular readers know that from time to time I publish my reviews of books that I have recently read. I also publish guest posts from time to time as well. In variance that combines these two practices, today I am posting a guest book review, by fellow Clevelander, attorney, and writer Mark Gamin. In this guest post, Gamin reviews the recent book by Yale School of Management Professor William N. Goetzmann entitled Money Changes Everything: How Finances Made Civilization Possible. I would like to thank Mark for his willingness to publish his guest post on this site. I welcome guest post submissions on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is Mark’s guest post.
Continue Reading Guest Book Review: Money Changes Everything: How Finance Made Civilization Possible

gehry bio coverDuring a March 2015 trip to Paris, I visited the city’s newest art museum, the Fondation Louis Vuitton (pictured below), which had opened the preceding November. The museum is located in the Bois de Boulogne, and is housed in a dramatic building designed by the famed American architect, Frank Gehry. The glass, wood and stone structure is built in the shape of sailboat sails inflated by the wind.

The building itself is a challenge for the art inside. The building is so massive and its style so flamboyant that the art inside is almost overwhelmed. The overall effect is that the art feels almost insignificant and ephemeral. At the time of my visit, this effect seemed discordant to me. On further reflection, however, I have decided that this effect is a tribute to the building’s power – the building itself is a work of art, one arguably more fully realized that the art objects it contains.
Continue Reading Book Review: Building Art – The Life and Work of Frank Gehry

cyber risksWe live in a world in which rapidly shifting technologies and communications modalities have changed the way we interact and conduct business. These new media and means of interaction have introduced innumerable benefits and efficiencies. Unfortunately, these new alternatives have down sides; among other things, they mean new risks and even liability exposures for both individuals and companies that use them. We are all well aware of what can happen to a company that experiences a major data breach. But the new technologies and communications approaches also introduce a host of other potential business liability risks and exposures.

In the new 2015 edition of their interesting and readable book Cyber Risks, Social Media and Insurance: A Guide to Risk Assessment and Management (here), Carrie Cope, Dirk E. Ehlers and Keith W. Mandell take a comprehensive look at the new technologies and communications approaches, review the changed liability environment that these new alternatives present, analyze the current state of the insurance marketplace for these various exposures, and make some projections about what may lie ahead.
Continue Reading Book Review: Cyber Risks, Social Media and Insurance

gunsofaLast August, in conjunction with the centennial of the start of World War I, I re-read Barbara Tuchman’s classic account of the war’s first days, The Guns of August. Tuchman is a great writer and she tells the story of the war’s first weeks well. One thing she captures particularly well is the way that poor military planning based on fatally flawed assumptions brought on catastrophes that affected all of the combatants.

Unfortunately, Tuchman’s book has some flaws and some critical omissions. Tuchman is a great story-teller, but all too often her desire to tell the story interferes with her account. There are too many sentences like this one, relating to Belgium’s war minister: “Baron de Broqueville, Premier and concurrently War Minister, entered the room as the work concluded, a tall, dark gentleman of elegant grooming whose resolute air was enhanced by an energetic black mustache and expressive black eyes.” Maybe it is just me, but when a war looms, the minister’s grooming, moustache and eyes are hardly relevant. Even if his mustache was — as improbable as it seems – “energetic.”

And whether or not you like the way she tells the tale, the problem is that her rendition is hollow at its core. Although Tuchman dutifully recites Bismarck’s famous quip that “some damn foolish thing in the Balkans”  will start the next war,  and although she dutifully if tersely recounts how the assassinations of the heir presumptive to the Austro-Hungarian throne, Franz Ferdinand, and his wife, Sophie, triggered the war, she does not explain why the events in the Balkans threatened war so portentously, as Bismarck predicted, or even why the assassination of an Austrian Archduke would provoke a war that drew all of the major powers into what became at the time the most destructive war that the world had ever seen. Indeed, though she does a great job detailing the flaws of the various combatants’ war plans, she does little to explain why they were preparing for war in the first place and why all of the major powers viewed war as inevitable.

So, after finishing Tuchman’s book, I set out on what has proven to be a year of reading to try to gain a better understanding of what happened and why.
Continue Reading The Great War: A Book List

From time to time, readers suggest blog topics to me. I am always interested in the range of topics suggested. Very late at night (or perhaps early in the morning) in the bar at the recent PLUS International Conference in San Antonio, a loyal reader whom I had only just met for the first time