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Public company D&O insurance policies restrict “entity coverage” (that is, coverage for claims directly against the corporate entity, as opposed to those against individual directors and officers) to “Securities Claims.” If a claim against the company is not Securities Claim then there is no coverage for the company’s defense fees, settlements, and judgments. This obviously creates a huge incentive for the companies to try to show that the claims against them are Securities Claims – which, in turn, has spawned a great deal of coverage litigation addressing the question whether or not a particular corporate lawsuit is or not a Securities Claim.

In the latest example of these kinds of coverage disputes, last week the District of Maryland, applying Maryland law, held that an antitrust claim filed against a corporate entity was not a securities claim within the meaning of the applicable policy – not because the antitrust claim was not “Securities Claims,” but rather because the dispute did not involve alleged transactions in the securities of the company or its subsidiaries. The Maryland court’s March 24, 2026, opinion can be found here.

Continue Reading D&O Insurance: Not a “Securities Claim” if No Securities of the “Company” Involved

Questions whether two sets of circumstances are or are not interrelated are among the most vexing insurance coverage disputes out there. These questions often are even more fraught because of the significant amounts of money that can depend on the answer. All of these considerations were in play in a recent Fourth Circuit decision in which the appellate court concluded in the Under Armour case that because prior shareholder litigation and a later SEC investigation were “logically and causally” related, they represented a single claim triggering only one $100 million insurance tower, rather than a second $100 million tower, as the company had argued. The Court’s January 20, 2026, decision, which highlights the many concerns and considerations that can come into play in these kinds of disputes, can be found here.

Continue Reading 4th Circuit: Shareholder Claims and SEC Investigation “Logically and Causally” Related

In an insurance coverage dispute arising out of an unusual underlying criminal proceeding, the Fourth Circuit Court of Appeals, applying Maryland law, has held that a Maryland attorney indicted for his alleged actions on behalf of certain Somalian entities is not entitled to insurance for his fees incurred in defending against the indictment. The Court’s decision raises interesting issues about the applicable professional liability insurance policy’s definition of Claim and the definition’s application in the context of the attorney’s criminal proceedings. A copy of the Fourth Circuit’s January 4, 2024 opinion can be found here.

Continue Reading Attorney’s Post-Indictment Defense Fees Not Covered Under Professional Liability Policy