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Derivative Suits: Recent Developments
Numerous studies and articles document the alarming increase during the last few years in the size of settlements in securities class action lawsuits. As a result, directors, officers, insurers, brokers, and others focus almost exclusively on securities class actions when evaluating risks and structuring D&O insurance programs. Although largely ignored in that analysis, shareholder derivative lawsuits are also very important liability exposures particularly for directors since directors are named as defendants in derivative suits far more frequently than in securities class actions and since settlements and judgments in derivative suits are usually not indemnifiable by the company.
Derivative lawsuits are brought by shareholders on behalf of the company and seek to recover damages incurred by the company as a result of mismanagement, breach of one or more fiduciary duties, or other wrongdoing by directors and officers. Any settlement or judgment is paid to the company, not to the shareholders. Historically, settlements in derivative suits have been far less than settlements in securities class actions for two reasons. First, recoverable damages to the company are usually far less than potentially recoverable damages to members of the class (which are calculated based on the number of shares sold by the company or traded in the open market).
Why So Many Great Lawyers Stink at Business Development and What Law Firms Are Doing About It
Why is it that those who are best skilled at advocating for others are ill-equipped at advocating for their own skills and what to do about it?
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.
Protecting Innovation in the Cyber World from Patent Trolls
With trillions of dollars to keep watch over, the last thing we need is the distraction of costly litigation brought on by patent assertion entities (PAEs or "patent trolls"), companies that don't make any products but instead seek royalties by asserting their patents against those who do make products.