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This is particularly the case where the health system's overall "D&O" coverage may be less than comprehensive.

It is a common scenario: a minority shareholder (often also an employee) of a closely-held corporation is being bought out by the corporation or one or more of its larger shareholders, usually incident to termination of employment or as part of a resolution of a dispute.

In 2013, following in the footsteps of California, Delaware introduced a new corporate form that could be chosen by companies organized under its state law – the public benefit corporation (PBC).

On July 22, 2011, a three-judge panel of the U.S. Court of Appeals for the District of Columbia Circuit vacated Rule 14a-11 under the Securities Exchange Act, the U.S. Securities and Exchange Commission's (Commission) "proxy access" rule adopted in August 2010.

Effective August 1, 2024, the Delaware General Corporation Law ("DGCL") was amended to include a new Section 122(18), pursuant to which corporations are expressly permitted to enter into contracts that:

Recently, the National Rifle Association has come under scrutiny over allegations of profligate spending by top executives.

Section 309 of the California Corporations Code specifies the standard of performance applicable to directors in performing their duties as directors of corporations organized under the California General Corporation Law.

Section 409A of the Internal Revenue Code ("Section 409A") was enacted in 2004 to address nonqualified deferred compensation plans and generally was effective for amounts deferred after Dec. 31, 2004.

Commentators have long speculated whether climate change disclosures may result in claims under D&O policies, but such claims have been slow to materialize.

This month's issue of Debt Dialogue addresses the worlds of restructuring and conservatorship, preferred stock investments and municipal securities disclosure.

On June 8, 2016, the Federal Reserve updated its Supervisory Guidance that partially supersedes SR letter 95-51, "Rating the Adequacy of Risk Management and Internal Controls at State Member Banks and Bank Holding Companies."

A Delaware Superior Court examined whether a D&O policy's bump-up clause barred coverage for a settlement arising from shareholder claims that merger consideration was inadequate. The court analyzed whether the settlement payment, distributed on a per-share basis to former shareholders, constituted additional merger consideration or compensation for litigation risk.

In an efficient meeting on December 10, 2025, the Producer Licensing (D) Task Force received a report from the National Insurance Producer Registry ("NIPR") Board of Directors.

The New York Supreme Court, Appellate Division, First Department, on February 19, 2008, ruled that former officers and directors of a public corporation are entitled to access to memoranda containing legal advice to the corporation.

The buck stops with the board and the C-suite for management of all major risks—and cyber threats have emerged as some of the most significant such risks.

A recent amendment to New York's Business Corporation Law, set to go into effect on January 1, 2018...