Insights

When a company becomes involved in an actual or proposed merger or acquisition (“M&A”), its directors are thrust into a highly volatile and dangerous claims environment. Particularly with respect to directors of the acquired or target company, any decision to... Read More

In the current post-Enron environment, directors and officers increasingly realize, perhaps more than ever before, that absent strong financial protection, their personal assets are at risk if they are alleged to have committed wrongdoing in their capacity as a director... Read More

On August 23, 2019, the Small Business Reorganization Act of 2019 was signed into law to make it easier for small businesses to successfully emerge from bankruptcy. For qualifying small businesses, the Act will ease the financial burdens of bankruptcy... Read More

Cyber risks have become a major potential loss exposure for most corporations. Although nonexistent just a few years ago, most companies today are vulnerable to a growing list of threats relating to technology misuse. Not surprisingly, as businesses have become... Read More

Municipal income tax revenue is critical to a city’s budget. In Ohio, the collection of municipal income tax is generally based upon where the employee works rather than where the employee lives. However, with the Covid-19 pandemic, thousands of Ohioans... Read More

An increased number of corporations appear to be now considering or implementing the practice of utilizing “observer” or “advisory” directors who are not formally elected as directors but who participate at board meetings as non-voting attendees. A corporation’s apparent goal... Read More

The popularity of Side A D&O insurance policies (which insure only non-indemnified losses incurred by directors and officers) continues to increase. As both outside directors and officers become more familiar with the extraordinary protections available through a broad and high-quality... Read More

The business judgment rule (BJR) has served for decades as the single most important protection against personal liability for directors and officers. First developed by courts over a century ago, this common law defense prevents courts from second-guessing the quality... Read More

Approximately 30% of the 250 largest industrial companies in the U.S. include on their boards of directors a lawyer, most of whom are partners in a law firm which represents the corporation. From the lawyer’s standpoint, this practice helps strengthen... Read More

Even to a casual observer, it seems increasingly likely that profound changes to global climate patterns are occurring. Record high temperatures, drought conditions and catastrophic weather events seem almost common today. Divergent interest groups all recognize something very disturbing is... Read More

On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (“JOBS Act”). For an estimated 97% of all businesses in the U.S., the new legislation is the most significant change since enactment of the Securities... Read More

As more D&O insurers and greater capacity enter the D&O insurance market, many insureds are reexamining an age-old D&O insurance issue: is it better to place an entire D&O insurance program with one (or a select few) insurers, or is... Read More