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The Delaware Supreme Court unanimously affirmed a trial court
judgment requiring a directors and officers (D&O) excess
insurer to pay a claim for losses predicated on fraudulent conduct
of the director and CEO of a corporation, holding that such losses
are insurable under Delaware law and coverage is not barred by
Delaware public policy.
The Court also held that Delaware law applied to the insurance
policy in the case, stating that a choice of law analysis for a
D&O policy will most often reveal that a corporation s
Tuesday, March 9, 2021
In December 2020, NASDAQ submitted a proposed rule change to the U.S. Securities and Exchange Commission (“SEC”) to add a diversity requirement as a condition for listing on its electronic stock exchange. That proposal would require at least two “diverse” directors or officers and periodic disclosure of aggregate data on gender preference, race, ethnicity, and sexual orientation.
Much earlier, both State Street Investors and BlackRock had called for the appointment of more women to corporate boards and indicated they would not vote for board candidates of companies that had no women on them. In a series of high profile sex abuse cases, which gave rise to the “Me Too” movement, and the sequential deaths of Black Americans killed by police and private violence, which spurred the Black Lives Matter protests, business leaders of all ilks saw it as both necessary AND appropriate to emphasize their commitment to a society that is both
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The Delaware Chancery Court has just issued an opinion holding
the board of The Williams Companies in breach of its fiduciary
duties and invalidating the Stockholder Rights Plan ( poison
pill ) adopted by the board at the height of the economic
disruption and stock market volatility caused by the Covid-19
pandemic. The court did not change the law in Delaware on poison
pills, but concluded that the board s reasons for adopting the
defensive measure and the unique features of this particular device
(e.g., a 5% threshold and a broad concept of when activist
Private funds frequently negotiate for special rights when making an investment in a portfolio company, such as the right to appoint one or more board directors, voting rights, and liquidation preferences.
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It s not just mandatory climate disclosure that s on the
agenda for Acting SEC Chair Allison Lee. Last week, as reported
by
Reuters, in remarks to a forum for
securities industry professionals, she said that the SEC should think more creatively and broadly about
tackling issues of race and gender diversity, including by
potentially revisiting public companies disclosure
requirements. In the past, Lee has not hesitated to emphasize
her concerns about the absence of prescriptive requirements in
rulemakings that would have more certainly elicited disclosure