The Intersection Among Torts, Science, Corporate Law, Insurance & Bankruptcy

Category Archives: D + O Issues

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Fresenius As “Event Driven” Litigation; The Delaware Supreme Court Rapidly Affirms the Trial Court Ruling That Fresenius Properly Invoked the Material Adverse Event Clause

Posted in Class Actions, D + O Issues, Litigation Industry, SEC Disclosures, Securities
Over the last couple of years, defense oriented commentators have used the meme “event driven securities litigation” as part of complaining about the increasing volume of class action litigation. From my perspective, there could be merit to some complaints, but the meme is far too broad and all “event driven” cases are not equal. Why?… Continue Reading

UK Sentencing Statute May Notably Up the Fines for Serial Violators

Posted in Crisis Management, D + O Issues, Government Claims/Fines, Litigation Industry
For companies operating in the UK, there are more issues for public company directors and risk managers to consider when evaluating whether management’s operational philosophy poses risks that are not acceptable to the company and its shareholders. Among other things, a question to ask is whether an enterprise is prepared to accept the risk of… Continue Reading

Cyberheists, and Government and Private Standards and Investigations

Posted in Cyber law issues, D + O Issues
As the cyberheists continue at Home Depot and JPMorgan, an sort of site exists to sell the stolen credit cards, as detailed by Mr. Krebs. Meanwhile back in the world of law,  articles continue to accelerate regarding litigation risks, including D&O claims regarding a failure to ask questions about and invest in  “secure web sites.”… Continue Reading

D&O Liability Issues – A Look Ahead

Posted in D + O Issues, SEC Disclosures
Kevin LaCroix published a September 3, 2014 post with his prognostications about a range of D&O issues. Of note, he included litigation about the lack of adequate environmental disclosures. And, of course, it takes little imagination to extend that thought to disclosures about mass tort claims and risks. Set out below is the introduction to… Continue Reading

The Modern Oxymoron: “Secure Web Site” – Liability to Follow

Posted in Cyber law issues, D + O Issues, Uncategorized
“Over a billion email accounts stolen.” The phrase sounds somewhat like the old McDonald’s ads about the number of burgers sold. For now, though, the cyber crooks are not advertising their numbers. Other sources (such as Krebs on Security), however, are revealing the numbers, and they are staggering. They also reveal a modern oxymoron: “Secure… Continue Reading

Supply Chain Issues – Are Ds and Os Paying Attention?

Posted in D + O Issues
Globalization can reduce expenses and raise profits by purchasing goods from the cheapest supplier. But purchasing the cheapest product sometimes is not a good answer. Literally decades ago, well run companies set up supply chain oversight and checking for overseas suppliers. Others, however, do little or nothing to check on suppliers, and some Ds and… Continue Reading

Consequences for Ignoring Science and Technology – Corporate Boards and Other Leaders – Maybe Getting the Message on Cybersecurity, But Not on the Revolution in Molecular Biology and its Implications for Toxic Tort Litigation

Posted in Asbestos, Cancer, D + O Issues, Litigation Industry, Mass Tort Issues
It may be the corporate boards are starting to get the message about the need to pay attention to science, technology and cybersecurity. According to an article in the June 30, 2014 WSJ: “Corporate Boards Race to Shore Up Cybersecurity.” Perhaps the most telling part of the story is the following quote:  “A longtime banker,… Continue Reading

Willful Blindness in the Corporate Boardroom

Posted in D + O Issues
The CLS Blue Sky blog includes an interesting new post on decisions from SCOTUS and others that accept the legal sufficiency of allegations of "willful blindness" in the corporate boardroom. The article also touches on potential implications for Caremark claims regarding board failure to foresee and/or manage risks. … Continue Reading

Warning Signs, Caremark Duties and Product Liability

Posted in D + O Issues
John Tate of Stites & Harbison wrote a short but cogent article on recognizing and managing repetitive or "serial litigation" arising from products.  It’s online here via LinkedIn.  His article includes a fine list of events  that can signal the future arrival of serial claims, and so could be especially useful for directors thinking about… Continue Reading

Delaware Supreme Court Briefing on Standing to File Shareholder Derivative Claims After a Merger After a Massive Problem

Posted in D + O Issues
Alison Frankel covers the developments in shareholder derivative claims arising from the Countrywide financial fiasco and its subsequent merger with Bank of America. The case is now before the Delaware Suprem Court via certification of questions of law. The outcome could matter to mass tort lawyers in situations where there were alleged failures to recognize… Continue Reading

Global Choice of Law Issues for D & O Coverage – Contract Issues

Posted in D + O Issues, Global Tort Choice of Law/Venue Issues
This post at Kevin LaCroix’s D & O Diary covers an interesting new decision from Canada on global choice of law issues arising from D & O policies, and identifies contract clauses that might be changed to obtain better outcomes. Here’s an excerpt: “The November 12 Opinion In his November 12, 2009 decision (here), Justice… Continue Reading