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D&O Liability Policies: A Potential Asset for Troubled Companies
One has only to open the newspaper, access the Internet, or turn on a television or radio to get a glimpse of the current turbulent economic climate. Businesses are cutting back or cutting jobs in an effort to survive, and the ongoing viability of many corporations and institutions appears to be in jeopardy. Historically, this type of economic climate is predictive of increased bankruptcy filings, liquidations, and other insolvencies. Under the appropriate circumstances, a company's directors' and officers' liability policies are potential corporate assets that should not be forgotten or ignored.
Directors' and officers' liability policies provide protection to officers and directors for claims against corporate officers and directors arising out of “wrongful acts” taken in their official capacities. “Wrongful acts” are defined in the policy itself, but typically extend to both acts and omissions, subject to stated exclusions. A wrongful act is typically defined as “breach of duty, neglect, error, misstatement, misleading statement, omission, or their misconduct as a director or officer.” A wide variety of activities may be covered, such as negligent omissions in proxy materials, misrepresentations of financial conditions and operations, violations of state law, overstating the corporation's net worth and future prospects, breaches of fiduciary duty, certain claims of self-dealing, misrepresentation, and constructive fraud.
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.