Sarah Abrams
Bret Hilgart

Corporate share repurchases hit record levels in 2021. But as discussed in the following guest post by Sarah Abrams and Bret Hilgart, share repurchases can sometimes result in litigation and share repurchases could have important implications for directors and officers’ liability. Sarah is Head of Professional Liability at Bowhead Specialty Underwriters and Bret is Head of Commercial D&O at Bowhead Specialty Underwriters. I would like to thank Sarah and Bret for allowing me to publish their article as a guest post on this site. I welcome guest posts 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 Sarah and Bret’s article.
Continue Reading Guest Post: Scrutiny Over Share Repurchase Programs; Can The Board Ever Get It Right?

As I noted in my recent round-up of the Top Ten D&O Stories of 2021, one of last year’s important securities litigation stories was the onslaught during the year of SPAC-related securities class action lawsuit filings. I also added in the year-end round-up my projection that SPAC-related securities suits could be an even bigger factor in 2022. Though we are only in the opening days of 2022, the filing of SPAC-related securities suits in the New Year has already begun. On January 7, 2022, a shareholder plaintiff filed the first SPAC-related securities suit of 2022 against the post-merger company and certain of its officers, as well as against former officers and directors of the SPAC itself and its Sponsor. A copy of the complaint filed against Talkspace, Inc. can be found here.
Continue Reading First SPAC-Related Securities Suit of the New Year Filed

As I have noted on this site, even though it has now been nearly 22 months since the initial coronavirus outbreak in the U.S., coronavirus D&O lawsuits have continued to be filed continuously since the initial outbreak. Coronavirus-related securities suits were in fact a significant securities litigation phenomenon in 2021 as well as in 2020. In an early sign that the coronavirus related litigation could remain a significant securities litigation factor in 2022, late last week plaintiffs’ lawyers filed two new securities lawsuits against a health insurance and services company and against a diagnostic testing company. Both companies had completed IPOs earlier in 2021. A copy of the new securities lawsuit against Bright Health Group can be found here and a copy of the new securities suit against Talis Biomedical Corporation can be found here.
Continue Reading First Coronavirus-Related Securities Suits of 2022 Filed

The directors’ and officers’ liability environment is always changing, but 2021 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 2022 – and possibly for years to come.  I have set out below the Top Ten D&O Stories of 2021, with a focus on the future implications. Please note that on Thursday, January 13, 2022 at 11:00 AM EST, my colleague Marissa Streckfus and I will be conducting a free, hour-long webinar in which we will discuss The Top Ten D&O Stories of 2021. 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 2021

The number of federal court securities class action lawsuits filed during 2021 declined significantly compared to the number filed in 2020, and the number of 2021 filings was sharply below the elevated number of securities suits filed each year during the period 2017-2019. The most significant factor in the 2021 drop-off was the decline in the number of federal court merger objection class action lawsuit filings during the year, although there were other factors at work as well. Though the number of filings in 2021 declined relative to the elevated number of annual filings during period 2017-2020, the number of 2021 filings was above longer-term historical annual filings levels prior to 2017, as discussed below.
Continue Reading Securities Filings Declined in 2021 Relative to Recent Elevated Years, Closer to Long-Term Levels

As long-time readers of this blog know, one of the long-range concerns in the D&O insurance industry is the possible exposures of corporate directors and officers to liability claims arising from climate change (as discussed most recently here). In the following guest post, attorneys from the Legalign Global Alliance member firms take a comprehensive look at the climate change-related risks and exposure that corporate directors and officers may face, as well as at the climate change-related D&O claims developments in a variety of different countries. A version of this article previously was published as a Legalign Global client alert. 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 authors’ article.
Continue Reading Guest Post: D&O Exposures to Climate Change Risk

As I have noted on this site (most recently here), electric vehicle companies that have merged with publicly traded SPACs have become a favored target for plaintiffs’ securities lawyers. In the latest example of this phenomenon, on December 23, 2021, a plaintiff shareholder filed a securities class action lawsuit against the EV company Faraday Future Intelligent Electric, Inc., which merged with a SPAC on July 21, 2021. Like many of the EV companies that have been sued, Faraday Future’s stock price dropped after it was the subject of a short seller report. A copy of the complaint against Faraday Future can be found here.
Continue Reading And Again: Another Post-SPAC Merger EV Company Hit with Securities Suit

In an opinion written in unusually direct language, a federal district court has denied the motion to dismiss in a coronavirus-related securities class action lawsuit filed against a vaccine development company. However, the motion to dismiss was granted with leave to amend as to the vaccine company’s major outside shareholder. The significant context of the pandemic itself and the swirl of media coverage surrounding it proved to be a significant factor in the court’s denial of the motion to dismiss as to the company defendants. The court’s December 22, 2021 opinion in the Vaxart securities litigation can be found here.
Continue Reading Coronavirus-Related Securities Suit Against Vaccine Company Survives Dismissal Motion

In the latest securities class action lawsuit to be filed against a post-SPAC-merger electric vehicle company, a plaintiff shareholder has filed a securities suit against the EV company Arrival SA, following the company’s announcement in November 2021 of a slowdown in its production schedule and of the company’s need to raise additional capital. As discussed below, the new lawsuit against Arrival has several characteristics in common with other SPAC-related securities suits that have been filed this year. A copy of the complaint that was filed against Arrival on December 22, 2021 can be found here.
Continue Reading Yet Another Post-SPAC-Merger Electric Vehicle Company Hit with Securities Suit

As I monitored the coronavirus-related securities litigation as it has been filed since March 2020, I had observed that the cases generally fell into one of three categories: cases involving companies that had experienced a coronavirus outbreak in their facilities; companies that had claimed that they would be able to profit from the pandemic; and companies whose operations or finances were disrupted by the pandemic. Over the last several weeks, I have observed a new coronavirus-related variant, a fourth category of cases involving companies that had prospered at the outset because of pandemic restrictions, but whose fortunes ebbed as pandemic restrictions eased. Now, two more of these “fourth category” variant cases have been filed, one involving Docusign and one involving Chegg, as detailed below.
Continue Reading Two New Cases of the Latest Coronavirus-Related Securities Suit Variant Filed