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The ABCs of D&O Insurance Clauses. There has been a proliferation of Side-A-only insurance forms to cover directors and officers in recent years, but few know the history of the underlying coverage of the full D&O policy--a policy now more than seven decades old.
The first ever D&O policy came out of Lloyd's of London in the late 1930s. Even after the depression, the directors and officers did not see a great need for this insurance and the coverage did not sell well. Companies were not permitted to indemnify their directors or officers at the time. In the 1940s and 50s, corporations began to see the advantages to corporate indemnification, thus prompting state legislatures to pass laws that permitted corporations' by-laws to be amended by adding indemnification provisions.
The courts upheld these changes. The 1960s brought an onslaught of mergers and acquisitions. (Editor's Note: Derivative suits are suits brought by shareholders on behalf of the company, naming directors and officers as defendants. Peter R. CRADAS: Sharing confidential info with the federal government. Monday, February 28, 2011 Air Force Found Liable for $1.2 Million for Breach of Confidentiality Agreement On February 14th, the Court of Federal Claims unsealed its opinion in Spectrum Sciences and Software, Inc. v.
U.S., in which it found on behalf of Spectrum to the tune of $1.2 million on its breach of contract claim. In October 2000, Spectrum entered into a cooperative research and development agreement (CRADA) with the Air Force, designed to facilitate the sharing of information between the parties and to help improve conveyor technology that the Air Force used for the assembly of aerial bombs. In a prior opinion, the Court held that the Air Force had violated the CRADA through the unauthorized release of Spectrum's proprietary information to third parties, including some of Spectrum's competitors.
The parties worked together in 2001, and in 2002, Spectrum offered to produce four redesigned munitions assembly conveyors (MACs) per month. Governance Center Blog. Apr 08 2014 Proxy Season 2014 Update: Proxy Vote Injunction Lawsuits By Jim Barrall, Partner, Latham & Watkins LLP Early last year, I wrote on the new wave of proxy injunction lawsuits and investigations which were aimed at enjoining shareholder votes on say-on-pay proposals and proposals to approve increases in shares authorized under company equity plans, alleging breaches of fiduciary duties by Boards of Directors and companies for failure to provide adequate disclosure about the votes.
In that post I linked to Latham’s Corporate Governance Commentary on defending against these lawsuits and discussed the emerging trend as of that date. Subsequently, I wrote posts on two important company victories in lawsuits brought to enjoin say-on-pay votes in Natalie Gordon vs. Mar 30 2014 How the Shareholder Proposal Process Should Work By Donna Dabney, Executive Director, Governance Center, The Conference Board Two interesting developments on the shareholder proposal front arose this past week.
Home - Boardmember.com. KPMG/NACD Quarterly Audit Committee Webcast - September 28, 2010.