Fri, 08 Apr 2011 17:37:45 GMT http://www.crowell.com/NewsEvents/AlertsNewsletters/Financial-Lines-Directors-Officers-Management-Liability-Alert 7a0fea5a-7ad8-48f2-b926-c09d1080572d Fri, 08 Apr 2011 17:37:45 GMT http://www.crowell.com/NewsEvents/AlertsNewsletters/Financial-Lines-Directors-Officers-Management-Liability-Alert/F-Cubed-Securities-Litigation-Foiled-by-the-US-Supreme-Court On June 24, 2010, the U.S. Supreme Court issued its opinion in a closely watched "F-cubed" securities action. F-cubed refers to foreign investors who buy shares of a foreign company on a foreign exchange, and then attempt to assert securities claims against that foreign company in U.S. courts. The leading case on whether U.S. courts have jurisdiction over these types of actions was Morrison v.National Australia BankLtd., 547 F.3d 167 (2d Cir. 2008). In that case, the Second Circuit affirmed dismissal of the plaintiffs' claims because the defendant's actions that directly caused the plaintiffs' losses did not occur within the United States. The U.S. Supreme Court has now affirmed that decision, but for different reasons. Five Justices joined the majority opinion, and three other Justices concurred in the judgment. (Justice Sotomayor took no part in the consideration or decision of the case, and Justices Breyer and Stevens wrote concurring opinions. ... 986a7bc2-62b8-4f6a-8759-023991ed128a Fri, 08 Apr 2011 17:37:45 GMT http://www.crowell.com/NewsEvents/AlertsNewsletters/Financial-Lines-Directors-Officers-Management-Liability-Alert/How-to-Squeeze-Blood-from-a-Stone-D-O-Insurance-and-Insolvency There were 19,077 compulsory and creditors' voluntary liquidations in the UK in 2009, an increase of 22.8% on 2008.1 The amount of other corporate insolvencies (receiverships, administrations and company voluntary arrangements) also increased. The UK insolvency body, R3, recently warned that company collapses will hit record levels this year (a peak of approximately 28,000) and will stay high in 2011. The main reasons for this spike in insolvency, are, reportedly, aggressive creditors and less forgiving tax authorities. 72f07d5c-69f2-41d1-ad6d-b49777d2a815 Fri, 08 Apr 2011 17:37:45 GMT http://www.crowell.com/NewsEvents/AlertsNewsletters/Financial-Lines-Directors-Officers-Management-Liability-Alert/Class-Actions-Class-Actions-in-the-UK-Surely-Not While there is an absence of a class action culture in the UK, we may soon be catching the same contentious bug as our friends across the pond if a new Bill (introduced into Parliament on 19 November 2009) is given Royal Assent. Consumers who believe they have been victims of alleged wrongdoing by large financial groups may soon be able to bring US style class action lawsuits against them. The Queen's speech referred to legislation that would make such group litigation easier. Investor groups have already said that they would be quick to use the new powers to allow a timely introduction for a collective redress regime.1 Some may think that the proposed Bill is a political statement in response to the financial crisis ….. we will leave that to your judgment. a2ce7d36-df07-45dc-854d-3bc4efa7e37c Fri, 08 Apr 2011 17:37:45 GMT http://www.crowell.com/NewsEvents/AlertsNewsletters/Financial-Lines-Directors-Officers-Management-Liability-Alert/Review-of-English-Civil-Litigation-Costs-Could-It-Get-Any-Easier Lord Justice Jackson's Review of Civil Litigation Costs: Final Report was published on 14 January 2010. It represents the biggest review of civil litigation in England and Wales since Lord Woolf’s report, Access to Justice, in July 1996. 4331a63e-35b5-4393-8c61-3cfd248e770a Fri, 08 Apr 2011 17:37:45 GMT http://www.crowell.com/NewsEvents/AlertsNewsletters/Financial-Lines-Directors-Officers-Management-Liability-Alert/Corporate-Manslaughter-Its-Implications-On-D-Os The Corporate Manslaughter and Corporate Homicide Act 2007 (The Act) came into force on 6 April 2008. The Act itself creates no new duties, but creates a new offence, that of Corporate Manslaughter. 6061085e-e17b-4cea-b896-bced83da182e Fri, 08 Apr 2011 17:37:45 GMT http://www.crowell.com/NewsEvents/AlertsNewsletters/Financial-Lines-Directors-Officers-Management-Liability-Alert/It-Wasnt-Me-The-Expanding-Duties-of-Non-Executive-Independent-Directors The Court of Appeal decision of Lexi Holdings Plc v Luqman & Ors [2009] EWCA Civ 117("Lexi") has forced non executive directors ("NEDs") across the country to sit up straight at board room tables. The judgment has endorsed the increasingly held view that a failure to act on the part of NEDs, particularly in the day to day management, may be a breach of their fiduciary and common law duties. In the past, courts were reluctant to hold directors liable for breach of their duty of care when the matter related to the wrongdoing of other directors because it was difficult to prove that their omissions resulted in losses to the company. However, following the Court of Appeal decision in Lexi, NEDs will be unable to excuse themselves of such inactivity by the time old saying of "It wasn't me" also known in the legal world as the "Shaggy defence ... b4576ae6-55c4-466b-bc8d-d1ac58a112db Fri, 08 Apr 2011 17:37:45 GMT http://www.crowell.com/NewsEvents/AlertsNewsletters/Financial-Lines-Directors-Officers-Management-Liability-Alert/Dubai-Sand-Castles-or-Sand-Traps Dubai, one of the seven emirates of the UAE, was originally known for its prominent pearl industry until the discovery of oil in 1966. Sheikh Rashid Saeed Al Maktoum used the wealth that flowed from this discovery to build the infrastructure necessary to grow and expand Dubai to position it as an international finance and trading center. Today, Dubai boasts world-class entertainment and sporting events, unrivaled luxury hotels, and until quite recently, ambitious building projects which include: Burj Al Arab, the world's tallest free standing hotel, the Palm Islands, a construction of three artificial islands in the shape of a date palm, the World Islands, a massive man-made archipelago of 300 islands in the shape of the world, and Burj Dubai, the world's tallest man-made structure. 9fa08b8a-94fe-4d49-8cfb-e1078105f7ed Fri, 08 Apr 2011 17:37:45 GMT http://www.crowell.com/NewsEvents/AlertsNewsletters/Financial-Lines-Directors-Officers-Management-Liability-Alert/Names-no-longer-need-Nytol-to-sleep-easy Equitas, based in London, was established in September 1996 to reinsure and run-off the 1992 and prior years' non-life liabilities of Names, or Underwriters, at Lloyd's of London. Equitas was formed as part of the Lloyd's Reconstruction and Renewal Plan in 1996 to sweep up all of Lloyds 1992 and prior year non - life Lloyd's liabilities (including managing all the liabilities that have arisen from asbestos, pollution and health hazard claims from the early 1980s) of open and closed year Names. c9238c92-c7c9-46e1-9a21-a77d62d46842 Fri, 08 Apr 2011 17:37:45 GMT http://www.crowell.com/NewsEvents/AlertsNewsletters/Financial-Lines-Directors-Officers-Management-Liability-Alert/Section-10b-Securities-Exchange-Act-1934-v-Section-90A-FSMA-2000-Who-Dares-Wins Directors and officers of a company may incur liability under English law, if a person acquires shares in the company on reliance of information contained in publications such as the company's accounts/reports, and suffers a loss because those publications contain untrue or misleading statements or omit material facts. 6668a828-ffb5-47fe-ac40-be271c2590c4 Fri, 08 Apr 2011 17:37:45 GMT http://www.crowell.com/NewsEvents/AlertsNewsletters/Financial-Lines-Directors-Officers-Management-Liability-Alert/Much-Ado-About-Nothing-Arbitration-Clauses-in-Insurance-and-Reinsurance-Contracts-Are-They-Still-Effective These days it is very rare to find an insurance contract that does not contain some form of dispute resolution clause, and increasingly, arbitration is the favoured form of dispute resolution. When underwriters and insureds agree to refer a dispute to arbitration, there is an expectation that the contractually agreed mechanism will be adhered to in the event of a dispute arising. For this reason, English courts have historically been willing to grant anti-suit injunctions to restrain a party from commencing or pursuing proceedings in a foreign court in breach of an arbitration agreement, and to provide for the dispute to be arbitrated in England. bd567df7-1f03-4fe0-aa5d-084d063b78d2 Fri, 08 Apr 2011 17:37:45 GMT http://www.crowell.com/NewsEvents/AlertsNewsletters/Financial-Lines-Directors-Officers-Management-Liability-Alert/The-Indian-D-O-Monsoon-The-Impact-of-Recent-Indian-Regulation-on-Companies-their-Directors-Officers-and-Insurers Recent elections, fraud scandals, and high-profile merger & acquisition activity have afforded corporate India plenty of press over the past few months. Indeed, India's growing economy has emerged largely unscathed by the global credit crisis, and its huge consumer base continues to entice foreign investors. Over the past few years, foreign independent directors have also been attracted to the boards of several of the country's blue-chip companies. However, in light of recent corporate governance scandals, foreign companies, directors, and their insurers need to understand the country's regulatory landscape and the potential claims that may arise against Indian directors or those foreign directors sitting on the boards of Indian headquartered companies. ad2e576b-e3ff-4fa4-87d8-a162ea8ee34a Fri, 08 Apr 2011 17:37:45 GMT http://www.crowell.com/NewsEvents/AlertsNewsletters/Financial-Lines-Directors-Officers-Management-Liability-Alert/Preventing-Corruption-The-Implications-of-the-FCPA-on-D-Os Although the Foreign Corrupt Practices Act ("FCPA") 1977 has been around for more then 30 years, the US regulatory authorities have intensified their focus on the enforcement of its prohibitions against the payment of bribes to foreign government officials. Anticorruption compliance has become one of the most important areas of risk management for business entities that transact business both in the US and globally. FCPA-related activity has significant implications for the structure and content of companies' D&O insurance programs and a company should be advised of FCPA-related risks prior to purchasing D&O insurance. dd1a4634-63ad-4761-8377-284b447861a5 Fri, 08 Apr 2011 17:37:45 GMT http://www.crowell.com/NewsEvents/AlertsNewsletters/Financial-Lines-Directors-Officers-Management-Liability-Alert/Satyams-Vindaloo B. Ramalinga Raju, chairman and chief executive of Satyam Computer Services Ltd shocked the business world on 7 January 2009 after allegedly admitting that he had been manipulating the company's accounts for several years, resulting in a $1 billion hole in the company's accounts. As regulators in India move quickly to investigate, worldwide stakeholders, including the company's insurers and reinsurers, wait to see what the outcome will be on "India Inc". 0fdeb1df-5d8e-4628-ac87-baedcc86a00b Fri, 08 Apr 2011 17:37:45 GMT http://www.crowell.com/NewsEvents/AlertsNewsletters/Financial-Lines-Directors-Officers-Management-Liability-Alert/Mark-to-Market-Accounting-Is-it-time-to-bend-the-rules cfb5ddd9-6881-42a4-a398-cd603d3a5bf0 Fri, 08 Apr 2011 17:37:45 GMT http://www.crowell.com/NewsEvents/AlertsNewsletters/Financial-Lines-Directors-Officers-Management-Liability-Alert/Directors-and-Officers-Are-you-covered-for-Fraud In today's volatile financial market, companies and their management are increasingly scrutinised by shareholders, employers, competitors and regulators. Accordingly, there is a sharper focus on accountability. The FSA's priority is to look closely at the individual director/ officer's roles, particularly for market fraud, market manipulation, market abuse and insider trading.