In today's global economy, business increasingly is
conducted cross-jurisdictionally. Company officials and their advisors
increasingly must grapple with liability issues arising under the laws of
multiple jurisdictions. These liability issues in turn can present complex
indemnification and insurance questions. Simply identifying the operative legal
considerations can present a significant challenge.
A newly updated legal resource may afford valuable
information for those struggling with these issues. Information about the new
volume, entitled Directors' Liability and Indemnification: A Global Guide,
Second Edition, can be accessed here. This new edition was
edited by UK Insurance maven, Ed
Smerdon of the Sedgwick Detert law firm.
The book's separate chapters describe the essential legal
principles in 38 different countries. This latest edition includes new chapters
on China, the Czech Republic, Kazakhstan, South Korea and the United Arab
Emirates, among others. Each chapter has been written by a leading law firm in
the relevant jurisdiction. For example, the chapter on the United States was
written by Dan Bailey
Kandawalla of the Bailey Cavalieri law firm.
Each chapter provides a country-specific overview of the
legal principles governing directors' duties and obligations. The text also
contains a description of the claims environment in each country, including the
relevant considerations regarding criminal and regulatory liability. The
information also includes the principles governing the availability of
indemnification and insurance in each country, as well.
The information for each country is presented succinctly
and provides more of an introduction to the critical legal considerations than
it does a comprehensive dissertation. This volume will be most useful to those
looking for a quick impression of the legal environment. For those looking for
a deeper understanding, this volume at least provides some starting points.
It seems likely that legal challenges arising from the
cross-jurisdictional conduct of business will only increase in the months and
years ahead. This volume will likely prove a valuable resource for insurance
advisors and others called upon to counsel companies in connection with the
associated liability exposures and related insurance considerations. We can
only hope that this book's editors and authors will continue to update and
expand this volume in the years ahead.
Many thanks to Ed Smerdon for providing me with an
opportunity to review an advance copy of the book.
D&O Insurance Implications of Dodd-Frank:
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
introduced sweeping reforms to every aspect of the country's financial system.
In addition, many of the Act's provisions - including in particular its new
whistleblower bounty sections -- seem likely to lead to increased SEC
enforcement activity. The enforcement activity could in turn lead to follow on
The Act's potential enforcement and litigation
implications also carry important D&O insurance implications. These
considerations and implications are reviewed in detail in a February 2011
article entitled "Dodd-Frank, SEC Enforcement Activity, Whistleblowers and
D&O Insurance" (here)
by my friend Priya
Cherian Huskins and her colleague Carolyn
Polikoff of the Woodruff Sawyer firm. Among other things, the authors
discuss particular problems that may arise in connection with the Dodd-Frank's
executive compensation clawback provisions, as well as D&O insurance concerns
arising from the new whistleblower provisions. The article concludes with a
list of eight D&O insurance recommendations.
Read the article in its entirety at the D&O Diary, a blog by
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