D&O Liability

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The Delaware Chancery Court recently dismissed, without leave to amend, a derivative action brought by shareholders of Affiliated Computer Services, Inc. (“ACS”) arising out of a failed deal between Cerberus Capital Management LP (“Cerberus”) and ACS to take ACS private. 

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Read More Delaware Chancery Court Dismisses Shareholder Lawsuit Arising Out of Company’s Failed Bid to Go Private

The United States District Court for the District of New Jersey recently dismissed a securities class action complaint as a sanction for conduct by the lead plaintiff and class counsel.  Guy Del Giudice v. S.A.C. Capital Management, LLC, et al., 06-cv-1413 (February 19, 2009). 

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Read More New Jersey Federal Court Dismisses Securities Class Action Complaint as Sanction for Attorney Misconduct

Edwards Angell Palmer & Dodge, LLP recently obtained a decision and order from the Supreme Court of the State of New York, New York County, granting its client Select Insurance Company’s motion for summary judgment, dismissing the complaint of the hedge fund insured. 

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Read More Hedge Fund Not Entitled to Reimbursement of Defense Costs Under Mutual Fund and Directors and Officers Errors and Omissions Liability Insurance Policy

A report entitled “2008: Seeking Relief” recently released by Navigant Consulting, Inc. states that 576 federal lawsuits centered around the subprime credit crisis were filed in 2008, nearly double the amount filed in 2007. 

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Read More Navigant Report Finds Nearly Twice as Many Subprime-Related Lawsuits Filed in 2008 as 2007

Despite its settlement with regulators, two new Auction Rate Securities (“ARS”) suits have recently been filed against Merrill Lynch.  Unlike the suit against UBS filed last November by investors alleging the regulatory settlements would not provide them with suitable relief  (see here), these suits are brought by investors who do not qualify for payments from the regulatory settlements. 

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Read More Merrill Lynch Auction Rate Securities Suits Continue Despite Regulatory Settlements

On February 12, 2009, the U.S. Court of Appeals for the Ninth Circuit held that shareholders of St. Joseph Medical Corp. (“St. Joseph”) could bring a securities class action against Cowen & Company (“Cowen”), an investment bank, in California state court under the Delaware carve-out of SLUSA for poor advice provided during the merger of the closely-held corporation with FPA Medical Management (“FPA”), a publicly-held company. …
Read More Federal Appeals Court: Shareholders Can Sue Financial Advisers in State Court Under Delaware Carve-Out of Securities Litigation Uniform Standards Act (SLUSA)

On February 17, 2009, the Northern District of Texas issued a decision in which they applied an Insured v. Insured exclusion to a shareholder derivative action brought by two plaintiffs, only one of which was an “Insured.”  The Court concluded that the action was excluded in its entirety based on the plain meaning of the Insured v. Insured exclusion. …
Read More Insured v. Insured Exclusion Applies Where One of the Two Underlying Plaintiffs Was Not an “Insured”

On February 17, 2009, the US District Court for the Southern District of New York dismissed, without prejudice, a shareholder derivative action pending against Merrill Lynch’s directors and officers alleging breach of fiduciary and waste of corporate assets in connection with Merrill Lynch’s exposure to subprime debt. …
Read More Merrill Lynch Subprime-Related Shareholder Derivative Action Dismissed

Thursday’s third session addressed the D&O risks and insurance issues that globalization poses for U.S. corporations doing business through subsidiaries abroad.  The Panel discussed the issues to keep in mind when placing D&O insurance for a global corporation and its foreign subsidiaries. 

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Read More LIVE PLUS UPDATE: International D&O: Solutions, Not Questions