Independent Directors have a tendency to look to the in house legal staff of the company on whose board they sit to ensure that their assets are adequately protected.
Misappropriation theory does not require a "continuous chain of fiduciary relationships" between the issuer of securities and an individual who trades on material inside information about that issuer.
In a recent opinion, the U.S. Court of Appeals for the Third Circuit broadly
interpreted a professional services exclusion in a directors' and
officers' liability policy to exclude coverage for all claims against a
company's directors -- even claims unrelated to the provision of
professional services -- where the claims were rooted in the company's
role as an investment advisor and investment manager to its clients. This article highlights the need to ensure that potential coverage gaps created by the professional
services exclusion are bridged with errors and omissions insurance.
The daily reports of write-downs, lawsuits, investigations and anticipated regulations suggest that companies take a proactive approach to identifying personal exposure.
Does your policy minimize the risk of rescission? Does it have a broad definition of "claim" to protect you from more than just lawsuits?
In the past month, I have been asked by two directors and one corporate risk manager whether directors may subject themselves to a breach of fiduciary duty claim by agreeing to their company purchasing a directors’ and officers’ (“D&O”) insurance program that increases the protections of the directors at the expense of the protections of the company itself. I think that is a hard claim for a plaintiff to win, but the question raises a very good point: Is D&O insurance a zero-sum game?
The number of settlements with estimated damages above $1 billion is the lowest since 2003, but median settlement reaches highest level ever at $9 million.
An insurance coverage legal audit assesses your needs and identifies potential problems with your coverage before a loss or claim happens. This allows you to negotiate around the pitfalls or buy additional needed coverages. The time to do an audit is now. Once a loss or claim happens, it is too late to ask the insurer to clarify or broaden the coverage terms. For better or worse, the battle lines are then already drawn.
Foreign exchange risk is an enterprise risk. There are three key questions that board members need to ask about foreign exchange risk.
Although claims and settlements against companies are down, this year’s $41.5 million Just for Feet settlement was a sobering reminder that it’s no time for directors to relax.
Corporate Board Member, in cooperation with Anderson Kill & Olick, P.C. and Bingham McCutchen LLP, brought together two panels of experts for roundtable discussions to discuss the issues affecting boards in the areas of personal liability and D&O coverage.
Sponsored by Bingham McCutchen LLP, this supplement features experts in corporate governance, law, and insurance discussing how increased personal liability and heightened scrutiny by regulators and shareholders is prompting directors to be more proactive in the D&O liability insurance process.
In 2006, the focus was on setting and disclosing executive compensation, directors’ role in crisis management, director liability, and leading practices of today’s highly effective boards. This publication is a report on the gathering.
While we would like to live in an environment where all credible data and information are readily available to help us make informed decisions, we are operating with unprecedented uncertainty and are forced to make decisions in shorter periods of time.
