tag:blogger.com,1999:blog-278257542011-11-07T06:04:47.489-05:00A periodic journal containing items of interest from the world of Directors and Officers Liability, with occasional commentary.Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.comBlogger3131100tag:blogger.com,1999:blog-27825754.post-78443120201038692902008-02-13T19:31:00.000-05:002008-02-13T19:50:29.163-05:00

I am proud to announce that as of today, February 13, 2008, The D & O Diary has relocated to a new and improved website, here. The new site not only has an upgraded look and feel, it also has a number of improved features, such as the ability to print individual posts in a printer-friendly formatAll e-mail and RSS Feed subscribers should automatically have their subscriptions transferred over.

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com1tag:blogger.com,1999:blog-27825754.post-89982020129912580512008-02-10T20:31:00.001-05:002008-02-15T09:42:13.829-05:00

To view this page on The D & O Diary's new site, click here. To see The D & O Diary's home page on its new website, click here.Over the past several weeks, several industry observers and analysts have tried to put a number on the insurance industry’s aggregate subprime-related loss exposure. At one end, Bear Stearns on January 24, 2008 estimated the industry’s exposure at $8-9 billion (refer here

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-32103389588883546162008-02-10T20:24:00.001-05:002008-02-15T09:44:24.481-05:00

To see this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, click here.Amidst all the subprime hoopla, it would be easy to forget that only a year ago, options backdating was the hot topic. Options backdating might now seem passé, but several considerations suggest that options backdating remains important and that we still have a long

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-84306746816747933352008-01-31T22:49:00.001-05:002008-02-15T09:51:15.742-05:00

To view this page on The D & O Diary's new website, click here. To see the home page of The D & O Diary's new website, click here.As I have previously noted (here), securities backed by subprime and other residential mortgages are not just held by financial companies. A wide variety of companies invested in these securities in order to try to improve their return on cash and short-term

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-6941844960093798462008-01-31T22:10:00.001-05:002008-02-15T09:53:41.737-05:00

To view this page on The D & O Diary's new website, click here. To see the home page of The D & O Diary's new website, click here.In a prior post (here), I noted that the subprime meltdown story is no longer just about subprime, and that the crisis spreading to other types of credit could stretch the subprime litigation wave to areas outside of subprime. The lawsuit filed today against SLM

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-8152226207656861442008-01-30T20:35:00.001-05:002008-02-15T09:55:48.494-05:00

To see this page on The D & O Diary's new website, click here. To go to home page of The D & O Diary's new website, click here.In prior posts (most recently here), I have discussed the growing threat that Foreign Corrupt Practices Act (FCPA) enforcement may present for companies doing business overseas. This trend became even more pronounced in 2007, and at least one legal commentator has

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-33108452606314992112008-01-29T23:12:00.002-05:002008-02-15T09:57:54.202-05:00

To see this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, click here.As further details have emerged, Société Générale’s account of how Jérôme Kerviel triggered billions of dollars in losses has come under scrutiny, as reported on the January 29, 2009 Wall Street Journal (here). But questions are also being raised about trades in SG

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-34513064512159276202008-01-27T20:46:00.001-05:002008-02-15T09:59:44.584-05:00

To see this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, click here.Since I first began chronicling the subprime litigation wave in April 2007 (here), the wave has gained amplitude and speed. But a spate of recent subprime-related litigation developments, seemingly unrelated, suggest that the litigation wave's magnitude has crossed a

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-73391313176987598992008-01-27T20:37:00.001-05:002008-02-15T10:02:22.093-05:00

To see this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, click here.It has been such a while since a new options backdating securities lawsuit has appeared that it was with some surprise I noted the new case that has been filed against Teletech Holdings and certain of its directors and officers. According to the plaintiffs’ counsel’s

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-58159908765245933042008-01-24T22:43:00.001-05:002008-02-15T10:04:43.556-05:00

To see this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, click here.On January 22, 2008, National City Corporation, a Cleveland-based bank holding company, announced (here) a fourth quarter loss of $333 million, including a write-down of $181 million on its mortgage business and a $691 million provision for credit losses. On January

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-13092348250901650352008-01-24T22:33:00.001-05:002008-02-15T10:06:54.079-05:00

To see this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, click here.As reported in a prior post (here), on January 16, 2008, a civil jury returned a verdict in favor of the plaintiffs in the securities class action lawsuit pending against Apollo Group and its former CEO and CFO. In a January 24, 2008 statement (here), the company

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-80358164106216211492008-01-24T22:22:00.001-05:002008-02-15T10:08:37.816-05:00

To see this page on The D & O Diary's new website, click here. To go the home page of The D & O Diary's new website, click here.In its January 24, 2008 quarterly earnings release (here), KLA-Tencor also announced that it had entered into an agreement to settle the options backdating-related securities class action lawsuit that had been pending against the company and certain of its directors and

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-42737706093955485952008-01-24T22:01:00.001-05:002008-02-15T10:10:36.820-05:00

To see this page on The D & O Diary's new website, click here. To go to The D & O Diary's new home page, click here.In an earlier post (here), I discussed the March 14 , 2007 ruling (here) in the CNL Resorts case, in which the federal district court held that an issuing company’s settlement of a claim under Section 11 of the Securities Act of 1933 did not constitute covered "loss" under the

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-5897826526267837742008-01-23T20:26:00.001-05:002008-02-15T10:12:50.705-05:00

To see this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, click here.In response to the developing credit crisis, politicians have proposed legislative fixes and, more recently, advocated the need for fiscal stimuli. Some politicians of a more aggressive cast have launched investigations (about which refer here). In this environment,

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-60426598057473085582008-01-22T21:10:00.001-05:002008-02-15T10:52:24.472-05:00

To see this page on The D & O Diary's new website, click here. To go to home page of The D & O Diary's new website, click here.A shareholders’ derivative lawsuit that generated the most prominent judicial pronouncements about options "springloading" has been settled. According to the company’s January 18, 2008 press release (here) and its filing on Form 8-K of the same date (here), the parties

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-64048535937219371582008-01-20T20:26:00.001-05:002008-02-15T10:54:20.268-05:00

To see this page on The D & O Diary's new website, refer here. To go to the home page of The D & O Diary's new website, refer here.In a decision noteworthy both for the prominence of the case and for the implications of its analysis, the Seventh Circuit, hearing the Makor Issues & Rights Ltd. v. Tellabs Incorporated case on remand from the U.S. Supreme Court, has once again reversed the district

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-17701686320975367612008-01-16T22:17:00.001-05:002008-02-15T10:56:13.855-05:00

To see this page on The D & O Diary's new website, refer here. To go to the home page of The D & O Diary's new website, refer here.On January 16, 2008, plaintiffs’ lawyers filed a securities lawsuit in the Southern District of New York against Ambac Financial Group and certain of its directors and officers, raising allegations in connection with the company’s disclosures concerning its provision

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-86944653443662487832008-01-16T21:22:00.002-05:002008-02-15T10:58:30.075-05:00

To see this page on The D & O Diary's new website, refer here. To go to the home page of The D & O Diary's new website refer here.On January 16, 2008, a civil jury in the Apollo Group securities lawsuit in the United States District Court for the District of Arizona entered a verdict in favor of the plaintiff class on all counts, awarding damages of $5.55 per share, an amount that according to

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-55757714342179412352008-01-15T15:25:00.001-05:002008-02-15T11:00:15.000-05:00

To see this page on The D & O Diary's new website, refer here. To go to the home page of The D & O Diary's new website, refer here.On January 15, 2008, in a 5-3 majority opinion (here) written by Justice Kennedy (pictured to the left), the U.S. Supreme Court affirmed the Eighth Circuit in the Stonridge Investment Partners, LLC v Scientific Atlanta case. The Court concluded that the implied right

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-7120003452898550612008-01-13T20:38:00.001-05:002008-02-15T11:04:05.881-05:00

To see this page on The D & O Diary's new website, refer here. To go to the home page of The D & O Diary's new website, refer here.On January 11, 2008, MBIA became the latest bond insurer to be named as a defendant in a subprime-related securities class action lawsuit. Bond insurers ACA Capital Holdings (about which refer here), Security Capital Assurance (refer here) and Radian Group (refer here

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com1tag:blogger.com,1999:blog-27825754.post-54984574618847367112008-01-10T21:11:00.001-05:002008-02-15T11:06:01.803-05:00

To see this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, click here. More About Foreign Claimants, Foreign Companies: In earlier posts (here and here), I discussed issues arising as a result of foreign litigants suing foreign domiciled companies in securities class action lawsuits in U.S. courts. These issues were involved in a recent

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-66932074657547017702008-01-08T21:09:00.001-05:002008-02-15T11:08:34.551-05:00

To see this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, click here.In prior posts (most recently here), I have written about the increasing importance of opt-out settlements in the context of securities class action litigation. Along the way, numerous readers have inquired whether I am aware of a publicly available resource that is

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-60343056539491994682008-01-07T21:02:00.001-05:002008-02-15T11:10:32.339-05:00

To see this page on The D & O Diary's new website, refer here. To go to the home page of The D & O Diary's new website, click here. In prior posts (most recently here), I noted that even during the two-year lull in securities lawsuits filings that prevailed between mid-2005 and mid-2007, filings against life sciences companies – and pharmaceutical companies in particular – continued more or less

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-49581902926869699462008-01-06T20:38:00.001-05:002008-02-15T11:12:51.096-05:00

To see this page on The D & O Diary's new website, click here. To go to the homepage of The D & O Diary's new ebsite, click here.On January 3, 2008, State Street Corporation announced (here) that for the fourth quarter of 2007, it will be establishing a reserve of $618 million, on a pre-tax basis, "to address legal exposure and other costs associated with the underperformance of … fixed-income

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-89683848924736622422008-01-06T20:31:00.000-05:002008-01-06T20:33:32.091-05:00

Chinese Checkered: In an earlier post (here), I reviewed the recent checkered track record of Chinese companies listed on the U.S. securities exchanges, including in particular Chinese IPOs. A December 2007 Dewey & LeBoeuf article entitled "China’s Top Ten at the Corporate Governance Bottom" (here) sounds many of the same themes as my prior post.The article notes that "the ten largest Chinese

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-40586908033893885252008-01-03T11:37:00.001-05:002008-02-15T11:15:00.641-05:00

To see this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, click here.As the latest of the year-end 2007 securities lawsuit reports (including my own, here), Cornerstone Research has released (here) its 2007 report on securities class action filings. Cornerstone’s January 3, 2008 press release describing the report can be found here.

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-22458904619749262352008-01-02T20:53:00.001-05:002008-02-15T11:17:02.138-05:00

To see this page on The D & O Diary's new website, refer here. To go to the home page of The D & O Diary's new website, click here. The first of the 2007 year-end securities class action reports has already appeared (refer here), with others soon to follow. As I have noted elsewhere (most recently here), the most important securities trend during 2007 was the return of lawsuit filing activity to

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-54581266196907297532007-12-27T11:16:00.001-05:002008-02-15T11:19:17.533-05:00

To see this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, click here.In its 2007 year-end study of securities class action trends (here), NERA Economic Consulting noted that the "sharp increase" in 2007 securities lawsuit filings was "driven in part by litigation related to subprime lending," an observation I have also noted elsewhere.

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-83255845677541061542007-12-26T13:24:00.001-05:002008-02-15T11:21:19.286-05:00

To see this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, refer here.With the year-end fast approaching, it is time to take a look back and review the top D & O stories of 2007. It was an eventful year, with some important developments that will have implications for the year ahead, and perhaps for years to come. Here are the top

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com1tag:blogger.com,1999:blog-27825754.post-68697352125320241732007-12-23T20:31:00.000-05:002007-12-23T20:33:40.952-05:00

Options Backdating Developments: On December 21, 2007, McAfee announced (here) that it had reached a tentative settlement in the pending federal and state derivative lawsuits related to its options practices. The company said that it "has accrued $13.8 million" that amounts "related to expected payments pursuant to the tentative settlement." The company's press release does not specify to what

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com1tag:blogger.com,1999:blog-27825754.post-76811240906584207142007-12-21T12:35:00.001-05:002008-02-15T11:23:19.420-05:00

To see this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, click here.On December 21, 2007, NERA Economic Consulting released (here) its 2007 Year-End Update analyzing recent trends in shareholder class actions. The NERA reports notes, as I have discussed in prior reports (most recently here), that securities lawsuit filing activity

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-38247248589959063622007-12-19T20:34:00.001-05:002008-02-15T11:25:30.970-05:00

To see this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, refer here. The various central banks' efforts to improve short-term liquidity in the global financial system have dominated the headlines the business pages in recent days, most recently with respect to the news that the European Central Bank has injected an astonishing $501.7

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-35966886504066346642007-12-16T21:00:00.000-05:002007-12-18T13:11:08.968-05:00

In recent posts (most recently here), I have discussed the potential difficulties that opt-out actions may present for securities class settlements. As if that were not complication enough, now the government wants to get into the act. As discussed below, the Department of Justice has appeared to object to the pending settlement of the consolidated class action securities lawsuit and derivative

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-82125669761989564002007-12-13T22:26:00.001-05:002008-02-15T11:27:28.584-05:00

To see this page on The D & O Diary's new website, refer here. To go to the home page of The D & O Diary's new website, refer here.In a prior post (here), I compared the similarity of the piecemeal way that UBS, Merrill Lynch and Citibank have disclosed their subprime-related asset valuation write-downs. Now UBS has one more thing in common with the other two banks – it has been named as a

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-39199429199309268812007-12-12T11:38:00.001-05:002008-02-15T11:29:13.754-05:00

To see this page on The D & O Diary's new website, refer here. To go to the home page of The D & O Diary's new website, refer here.Among the more disconcerting aspects of the unfolding subprime crisis has been the unseemly spectacle of major financial institutions taking dramatically increased asset value write-downs shortly after having disclosed smaller write-downs on the same assets. UBS

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-76700906725724806112007-12-09T21:05:00.001-05:002008-02-15T11:32:09.765-05:00

To see this page on The D & O Diary's new website, refer here. To go to the home page of The D & O Diary's new website, refer here.Chinese companies’ listing debuts are a vital force in the current global IPO marketplace. According to a December 8, 2007 Wall Street Journal chart (here), 195 Chinese companies listed their shares through November, raising $87.3 billion – representing a 26.7% share

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-11448501223289431072007-12-09T20:50:00.001-05:002008-02-15T11:33:46.369-05:00

To see this page on The D & O Diary's new website, refer here. To go to the home page of The D & O Diary's new website, refer here.In an earlier post (here), I noted how the subprime related securities litigation wave has reached the bond insurance sector. The forces creating turmoil for the bond insurers have now reached another company in the credit enhancement business, leading to a further

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-47728899972166086212007-12-06T21:23:00.001-05:002008-02-15T11:35:25.554-05:00

To see this page on The D & O Diary's new website, refer here. To go to the home page of The D & O Diary's new website, refer here.When the dust finally settles and the reports on 2007 class action filings are being written, one development that should be noted as a contributing factor to the increased filings in the second half of 2007 is the emergence of class action lawsuits based on busted

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-168294420572192522007-12-06T18:20:00.002-05:002008-02-15T11:37:16.446-05:00

To see this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, click here.On December 6, 2007, UnitedHealth Group announced (here) that its Special Litigation Committee had concluded its review of claims relating to the company’s option backdating practices that had been brought against certain of the company’s directors and officers.The

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-35897123277590836442007-12-04T21:31:00.001-05:002008-02-15T11:39:11.559-05:00

To see this page on The D & O Diary's new website, refer here. To go to the home page of The D & O Diary's new website, refer here.As I have previously detailed (refer here), the subprime meltdown has led to a flood of new securities lawsuits. The extent to which many of these subprime-related lawsuits will withstand judicial scrutiny still remains to be seen. A recent opinion from the Central

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-34905907601218906732007-12-03T21:38:00.002-05:002008-02-15T11:41:04.502-05:00

To view this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, refer here.As I have previously noted (here), subprime risk may be found in some unexpected places. But since I first wrote about the dispersion of subprime risk, subprime contagion has spread to other parts of the credit marketplace. As a result, the credit meltdown story is

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-21088240225472996952007-12-02T20:36:00.000-05:002007-12-03T11:14:27.016-05:00

In prior posts (most recently here), I noted that the two-year lull in securities filings that began in mid-2005 has ended. The trend of heightened securities lawsuit filing levels that has prevailed since mid-2007 continued in November 2007. In fact, the 25 new securities lawsuits filed in November (see list here) represents the highest monthly total of new securities lawsuits since January 2005

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-70736040446372356852007-11-27T22:01:00.001-05:002008-02-15T11:42:54.997-05:00

To view this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, click here.On November 27, 2007, JDS Uniphase announced (here) that following a month-long trial in the securities lawsuit pending against the company and four of its former executives, the jury returned a verdict in favor of all defendants on all claims. News reports

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-13144516399121314602007-11-27T21:46:00.000-05:002007-11-27T21:50:27.523-05:00

In the world of directors’ and officers’ liability, securities class action lawsuits dominate the dialogue. Securities lawsuits generate headlines and produce eye-popping settlements. There are even websites (refer here and here) devoted exclusively to providing the latest information about securities lawsuits. The same cannot be said for derivative lawsuits, but it has not always been that way.

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-24679999053693916972007-11-26T22:03:00.000-05:002007-11-27T22:13:01.487-05:00

In prior posts (refer here), I have discussed the jurisdictional issues and other questions arising when foreign domiciled companies are sued in securities lawsuits in U.S. courts. But the November 26, 2007 opinion (here) in the Yukos shareholders’ lawsuit raises some unique and uniquely interesting issues. And as discussed further below, other companies are wrestling with other issues arising

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-83758729852220694112007-11-25T20:51:00.001-05:002008-02-15T11:45:03.010-05:00

To view this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, refer here.In the latest in the series of significant opt-out settlements, two different state pension funds have announced settlements with Qwest in their separate securities actions against the company. In both instances, the funds announced that their separate settlements

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-57658337309626775962007-11-22T13:52:00.001-05:002008-02-15T11:46:41.758-05:00

To view this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, refer here.On November 21, 2007, plaintiffs’ lawyers initiated separate securities class action lawsuits against the Federal Home Loan Mortgage Corporation (better known as Freddie Mac) and against bond insurer ACA Capital Holding. Both of these lawsuits reflect the deepening

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-58811023840562773482007-11-21T06:33:00.000-05:002007-11-21T10:38:29.264-05:00

Thanksgiving is nigh, but big things are still happening. The Apple options backdating derivative complaint has been dismissed, AIG has been sued in a subprime-related derivative lawsuit, the Non-U.S. claimants were excluded from the Royal Dutch Shell Class, a leading plaintiff’s lawyer had some interesting things to say about subprime lawsuits, and a disappointed busted buyout target company has

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-30980010636032160382007-11-19T21:47:00.000-05:002007-11-19T21:51:28.911-05:00

As a result of the Sarbanes-Oxley Act and other reforms, a variety of structures and procedures were put into place to try to prevent or detect fraud. A number of these reforms involve auditors and the audit profession, in the implicit assumption that auditors have an important role to play in preventing and detecting corporate fraud. But a recent Grant Thornton survey (here) shows that many CFOs

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-961303154703423272007-11-18T17:13:00.000-05:002007-11-19T13:15:53.305-05:00

A November 18, 2007 New York Times article entitled "If Buyout Firms Are So Smart, Why Are They So Wrong?" (here) takes a critical look at many buyout firms’ sudden haste to walk away from deals that were much ballyhooed only a short time ago. Clearly the bloom has gone off the buyout vine. As I discussed in an earlier post (here), litigation is an inevitable byproduct of the bursting of the

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-86365524342454973092007-11-18T16:58:00.000-05:002007-11-19T07:16:02.818-05:00

As the options backdating cases flooded in a year ago, the standard explanation of the plaintiffs' lawyers preference for shareholders derivative lawsuits over securities class action lawsuits was that stock price declines rarely accompanied companies' options backdating disclosures. (A list showing the predominance of derivative lawsuits among options backdating cases can be found here.) Any

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-23396289369654709852007-11-12T21:53:00.001-05:002008-02-15T11:49:08.337-05:00

To view this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, click here.For those keen to cast blame for the subprime meltdown, the rating agencies have already emerged as a favored target. For example, when Citigroup recently announced (here) a significantly increased write-down of subprime mortgage assets, it attributed the action to

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-11233198971669080682007-11-11T16:36:00.001-05:002008-02-15T11:51:32.241-05:00

To view this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, click here.In the days following Citigroup’s November 4, 2007 announcement (here) that it would be writing off an additional $8 to $11 billion due to declines in values of U.S. subprime related debt exposures, as well as its announcement (here) of the departure of its Chairman

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com1tag:blogger.com,1999:blog-27825754.post-77491752781946096982007-11-11T16:35:00.001-05:002007-11-11T16:35:18.817-05:00

Foreign Institutional Investors Opt-In to U.S. Securities Litigation: In an earlier post (here), I discussed the involvement of foreign institutional investors in U.S.-based securities class actions, and the fact that courts are certifying classes including foreign investors who bought shares overseas, at least foreign investors from countries whose courts it is believed would recognize the U.S.

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-10037919871479283392007-11-11T16:23:00.000-05:002007-11-11T16:26:28.019-05:00

On November 6, 2007, the court in the Brooks Automation options backdating-related securities class action lawsuit substantially denied the defendants’ motions to dismiss. A copy of the opinion of Judge Rya Zobel of the District Court of Massachusetts can be found here. The Brooks Automation decisions joins the recent Openwave Systems decision (refer here), as one of now several decisions in

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-52720577455474218082007-11-05T20:45:00.001-05:002008-02-15T11:53:29.285-05:00

To view this page on The D & O Diary's new website, refer here. To go to the home page of The D & O Diary's new website, click here.If you are like me and you don't feel fully briefed on Option-ARM mortgages, then you will want to read the September 2006 Business Week article entitled "Nightmare Mortgages" (here) describing the pitfalls of Option-ARM loans. Among other things, the article states:

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-56954797041349799252007-11-04T20:40:00.000-05:002007-11-05T15:37:20.988-05:00

In prior posts, I have discussed how conflicts of interest in management-led buyouts can give rise to litigation (refer here), and I have examined the ways the recent credit market turmoil is not only undermining leveraged buyouts but also engendering lawsuits (refer here). I have also extensively reviewed options backdating litigation (most recently here). But I never expected to see all three

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com1tag:blogger.com,1999:blog-27825754.post-2104948030496275092007-11-02T15:25:00.000-04:002007-11-02T15:24:10.462-04:00

With the recent dismissals of the options backdating securities class actions filed against Hansen Natural (refer here) and Amkor Technology (refer here), it was beginning to seem that momentum might be building against these suits. But in an October 31, 2007 opinion (here), the court denied in significant part the motion to dismiss the options backdating securities class action lawsuit pending

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-71166649592082583562007-10-31T21:27:00.000-04:002007-10-31T21:33:36.222-04:00

In an earlier post (here), I questioned whether the two-year lull in securities class action filings had ended. I posed the question then because of the uptick in securities class action filings between August 1, 2007 and September 30, 2007. But with continued active filing levels during October 2007, the statement no longer has to put in the form of a question. It can be now be declared: the

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-8701020222203634812007-10-30T21:57:00.000-04:002007-10-31T07:47:30.456-04:00

Investors undoubtedly were angry after Merrill Lynch announced on October 24, 2007 (here) that the company’s 3rd quarter results included "write-downs of $7.9 billion across CDOs and subprime mortgages, which are significantly greater than the incremental $4.5 billion write-down Merrill Lynch disclosed at the time of its earnings pre-release." The $3.4 billion write-down increase less than three

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com1tag:blogger.com,1999:blog-27825754.post-14498205206811496242007-10-28T21:14:00.001-04:002008-02-15T10:33:45.738-05:00

To see this page on The D & O Diary's new website, click here. To go to the home page of The D & O Diary's new website, click here.As various options backdating lawsuit settlements and dismissals have accumulated in recent days, I have received a variety of inquiries from readers about comparisons with prior dispositions or about the outcomes of various other specific cases. The absence of a

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com1tag:blogger.com,1999:blog-27825754.post-47003807025719221452007-10-25T22:04:00.000-04:002007-10-25T22:06:25.266-04:00

For those keeping track, the options backdating-related securities class action lawsuit filed against Hansen Natural can be added to the list of options backdating-related securities class action dismissals. (Refer here regarding prior dismissals.) Hansen announced in its 8-K dated October 23, 3007 (here) that the court granted the defendants’ motion to dismiss the plaintiff’s complaint, without

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-40473240540768097002007-10-24T21:28:00.000-04:002007-10-25T17:50:10.708-04:00

According to news reports (here , here and here), a jury trial in the securities class action lawsuit filed against JDS Uniphase commenced on Monday in federal court in Oakland. As documented in an October 2007 presentation from Risk Metrics Group (here), trials in securities cases are such a rarity that it is a historical record-keeping challenge to compile a list of the few securities cases

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-38823466648555306412007-10-24T20:57:00.000-04:002007-10-24T20:58:43.931-04:00

In a recent post (here), I wrote about the September 18, 2007 petition submitted to the SEC by several environmental groups, seeking to persuade the SEC to institute rules requiring companies to assess and fully disclose their financial risks from climate change. These groups clearly want to use the SEC's disclosure requirements to pressure companies on climate change related issues. But while

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-41986147228677789162007-10-22T20:35:00.000-04:002007-10-22T20:37:57.330-04:00

Under Section 104(b) of the Sarbanes-Oxley Act, the Public Company Accounting Oversight Board (PCAOB) is required to inspect audit firms that regularly provide audit reports for fewer than 100 public companies "not less frequently than once every 3 years." On October 22, 2007, the PCAOB released a Report regarding its inspections of these so-called "triennial firms" entitled "Report on the PCAOB’

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-72837931853715173542007-10-21T23:04:00.000-04:002007-10-21T23:09:46.221-04:00

As the subprime mortgage mess has unfolded, one of the contributing factors blamed for the meltdown has been the complicated investment instruments into which the subprime mortgage loans were packaged and then sold into the global financial marketplace. I have previously noted (most recently here) that the subprime mortgage meltdown has led to a growing wave of increasingly diverse litigation. A

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-51815689848966005772007-10-21T22:21:00.000-04:002007-10-22T07:16:22.067-04:00

In a prior post (here), I took a look at securities claims in U.S. courts by foreign litigants against foreign companies. An alert reader commenting on my prior post pointed out that a case currently before the Second Circuit squarely presents the fundamental jurisdictional questions involved in these cases.The case, Morrison v. National Australia Bank, Ltd., began as a 2003 securities lawsuit (

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-11490927386741791212007-10-18T20:29:00.000-04:002007-10-18T20:30:18.539-04:00

In a prior post (here), I noted that one of the scarier aspects of the subprime lending mess is the widespread dispersion of mortgage investment risk across the economy. While companies holding mortgage-backed assets might well want to avoid recognizing any diminution of these assets’ valuation, an audit industry group, the Center for Audit Quality, has made it clear that companies should

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-10910363525482671582007-10-15T23:11:00.000-04:002007-10-28T21:43:47.093-04:00

As various blue-ribbon committees have struggled with the competitiveness of the U.S. securities exchanges in the global financial marketplace (about which refer here and here), one issue on which they have focused is the aversion overseas companies may have for the U.S. litigation system. But while overseas companies may seek to avoid U.S.-style litigation, overseas investors seem eager to join

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-21721960408490477112007-10-15T08:45:00.000-04:002007-10-15T08:43:44.561-04:00

In an earlier post (here), I took a look at recent research questioning whether corporate officials may be abusing the Rule 10b5-1 share trading safe harbor. SEC Enforcement Director Linda Thomsen said at the time that the SEC is looking hard at the issue. But months have now passed without further SEC action and questions have begun to arise whether the any SEC actions will be

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-56990793445331302362007-10-08T11:21:00.000-04:002007-10-08T11:29:41.922-04:00

Pundits struggling to portray the significance of the Stoneridge v. Scientific Atlantic case, to be argued before the U.S. Supreme Court on Tuesday October 9, have asserted that it may be the most important business case of the generation. I am more comfortable with the more restrained assessment of the October 6, 2007 Wall Street Journal editorial (here) that it is "the business case of the year

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com1tag:blogger.com,1999:blog-27825754.post-67512420482163922052007-10-04T14:59:00.000-04:002007-10-04T21:03:34.848-04:00

In September 2006, I wrote about the "Four Things to Watch in the World of D & O" (here). As I noted then, the world of directors’ and officers’ liability was (and remains today) characterized by constant change. With the passage of a year’s time, it seems appropriate to check in and survey the important current trends in the world of D & O. Though many of the issues are the same, or at least

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-42265022049619249762007-10-02T21:43:00.000-04:002007-10-02T22:18:17.657-04:00

As credit market disruption has reached the leveraged buyout world, a number of deals announced earlier this year to great fanfare have been unceremoniously snuffed, while others are on life support. Not too surprisingly, one direct result from this deal derailment has been a spate of lawsuits, as jilted partners and disappointed investors cast blame and seek to recoup their lost expectancy.The

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-74402879883281915182007-09-30T20:34:00.000-04:002007-10-01T07:55:37.556-04:00

In a September 21, 2007 opinion (here), issued following an earlier bench trial, United States District Judge Charles A. Pannell, applying Georgia law, rejected AFC Enterprises’ D & O carrier’s attempt to rescind AFC’s D & O policy and ordered the carrier to pay over $24 million in compensatory damages and prejudgment interest. AFC’s September 26, 2007 news release announcing the decision can be

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-81118523931828466662007-09-27T17:55:00.000-04:002007-09-28T08:32:27.719-04:00

On September 27, 2007, Amkor Technology announced (here) that the United States District Court for the District of Arizona had granted the defendants’ motion to dismiss the securities class action lawsuit pending against the company and several of its directors and officers. As noted in a prior post (here), the initial complaint that the plaintiffs had filed in January 2005 did not contain

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-66741227166276637252007-09-26T22:29:00.000-04:002007-09-26T22:31:16.606-04:00

In an earlier post (here), I discussed a recent case in which investors sued a subprime mortgage lender’s auditor, as one example of the ways in which aggreived parties may seek to impose gatekeeper blame on professionals for the subprime lending mess. A recent lawsuit filed against the prominent New York law firm of Cadwalader, Wickersham & Taft, though it arises in the context of commercial

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-81910119665250184592007-09-24T08:44:00.000-04:002007-09-24T09:01:32.367-04:00

One of the most oft-noted observations (refer, for example, here) concerning directors' and officers' liability exposure is that since mid-2005 the number of securities class action filings has fallen well-below historical averages. When NERA Economic Consulting recently released its 2007 mid-year report on securities class actions (refer here for my prior post about the NERA report), the report

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-23904257100738311272007-09-23T20:32:00.000-04:002007-10-26T14:23:42.242-04:00

As the subprime lending mess has unfolded, one of the more interesting challenges has been trying to figure out where the subprime risk is. This query is not simply a matter of figuring out which financial institutions engaged in subprime lending (although this surely is part of the equation). The more complicated part of the inquiry is figuring out where all that subprime debt wound up, either

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-29534787580617078332007-09-20T22:58:00.000-04:002007-09-21T11:30:13.380-04:00

In what may be the beginning of the final act in the Milberg Weiss criminal investigation, on September 20, 2007, a federal grand jury indicted Mel Weiss of participating in a scheme that paid millions of dollars in kickbacks to paid plaintiffs in over 235 class action and shareholders derivative lawsuits. The payments, allegedly made over a 25-year period, garnered the Milberg Weiss firm over

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-17505847277488074882007-09-18T19:50:00.000-04:002007-09-19T09:35:17.146-04:00

According to news reports (here), on September 18, 2007, Bill Lerach has agreed to plead guilty to a federal conspiracy charge. The plea agreement can be found here, the criminal information can be found here, and the governement’s press release can be found here. Hat tip to the WSJ.com Law Blog (here) for the links to the plea documents.The plea agreement has some interesting additional

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-45196696715795200152007-09-18T19:27:00.000-04:002007-09-20T09:38:17.257-04:00

In prior posts (refer here) and other publications (here), I have written about the growing potential exposure to directors and officers of publicly traded companies arising from global climate change concerns. My views have been met with some interest, but also with significant skepticism. But while there are admittedly as yet no D & O claims from climate change issues, several recent

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-87830798585291570782007-09-17T11:03:00.000-04:002007-09-18T13:40:49.554-04:00

In an earlier post (here), I noted Cornerstone Research’s release of its mid-year 2007 of securities class action lawsuits filings and settlements. On September 13, 2007, NERA Economic Consulting released its own mid-year 2007 study, entitled "Recent Trends in Shareholder Class Action Litigation: Filings Stay Low and Average Settlements Stay High – But Are These Trends Reversing?" (here). The

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-19407190977506430472007-09-13T21:13:00.000-04:002007-09-14T08:36:21.349-04:00

Regular readers know that I have been maintaining a list (here) of subprime lending-related securities class action lawsuits. A cluster of new subprime lending lawsuits arrived this week, and these new lawsuits suggest additional directions in which the suprime lending litigation wave may be heading.First, a lawsuit filed in behalf of employees of Countrywide Financial Corporation alleges that

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-621042410213448502007-09-11T21:28:00.000-04:002007-09-13T16:03:57.528-04:00

As the various blue-ribbon panels studying the competitiveness of the U.S. financial markets have proposed various regulatory reforms, one recurring theme has been the proposal for auditor liability caps (refer here), a topic that is also under study by the European Commission (refer here). A 2007 paper by Professor Lawrence Cunningham of the George Washington University Law School entitled "

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-33952094835654313102007-09-08T15:44:00.000-04:002007-09-13T15:49:50.586-04:00

Rambus Settles Securities Lawsuit: In a September 7, 2007 press release (here), Rambus announced that it had settled the July 2006 options backdating-related securities class action lawsuit that had been filed against the company and certain of its directors and officers. Rambus has agreed to pay $18 million in exchange for a dismissal with prejudice of all claims against all defendants. The

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-58640807341024256532007-09-05T20:44:00.000-04:002007-09-05T21:38:27.582-04:00

There is an understandable tendency to focus on emerging risks and latest trends, because new issues often are the most interesting and because no one wants to get blindsided by something coming over the horizon. But sometimes the old standard issues are the most important ones. Amidst all the hubbub about subprime lending, options backdating, and other headline-grabbing stories, an old fashioned

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-44984361826734459022007-09-04T21:05:00.000-04:002007-09-04T21:06:49.026-04:00

As I noted in prior posts (most recently here), the long-running options backdating blame game eventually morphed into an exercise that included suing the gatekeepers. Even though the subprime mortgage lending litigation machine has only recently gotten cranked up, it has already turned into yet another round of gatekeeper scapegoating. According to a September 3, 2007 International Herald

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-75552344802821652552007-08-30T21:34:00.000-04:002007-08-30T22:34:45.811-04:00

In an earlier post (here), I commented on the D & O industry’s probable response the the litigation wave arising from the subprime lending mess, including the likelihood of increased underwriting around subprime exposures. The heightened scrutiny that I had surmised apparently is now a reality. An August 30, 2007 Bloomberg.com article reports (here) that a leading D & O insurer has created a "

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-87164692014478726912007-08-27T22:10:00.000-04:002007-08-27T22:11:39.784-04:00

On August 24, 2007, Rambus announced (here) that a Special Litigation Committee (SLC) of its board of directors had completed its review of “claims related to stock options practices that are asserted in derivative actions against a number of present and former directors and officers of the Company.”Rambus had previously announced (here) on October 19, 2006 that its Audit Committee had completed

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-50520886440044726192007-08-26T16:19:00.000-04:002007-08-26T16:21:03.720-04:00

As I have noted in prior posts (most recently here), the several blue-ribbon panels that have recently examined the competitiveness of the U.S. financial markets have been particularly concerned with the apparent loss of company listings to overseas exchanges, particularly the London Stock Exchange’s Alternative Investment Market (AIM). These would-be reformers have cited AIM’s success as

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com1tag:blogger.com,1999:blog-27825754.post-65477192630209924672007-08-24T00:34:00.000-04:002007-08-24T13:38:58.130-04:00

As I have previously noted (most recently here), the subprime mortgage meltdown has produced a wave of lawsuits, including securities class action litigation (which I am tracking here). Even thought we are clearly only at the beginning of what will undoubtedly be a very long-developing story, the question is already being asked: what impact will the subprime mortgage mess have on the D & O

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-67504793121619241352007-08-23T22:35:00.000-04:002007-08-24T13:39:27.703-04:00

As I have previously noted (most recently here), the subprime mortgage meltdown has produced a wave of lawsuits, including securities class action litigation (which I am tracking here). Even thought we are clearly only at the beginning of what will undoubtedly be a very long-developing story, the question is already being asked: what impact will the subprime mortgage mess have on the D & O

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-66902677880551815192007-08-18T16:59:00.000-04:002007-08-20T11:12:07.554-04:00

According to data form the Office of the Comptroller of the Currency (OCC), there was $10 trillion in outstanding mortgage debt at the end of 2006. Of this, subprime loans accounted for $1.4 trillion. Of that amount, about $1.08 trillion was packaged into securities that, according to the OCC, are not being held by banks, thrifts, credit unions or finance companies. Which means that $1.08

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-18906263252388348462007-08-18T16:35:00.000-04:002007-08-20T20:07:59.460-04:00

In an August 15, 2007 opinion (here), Delaware Chancery Court Chancellor William B. Chandler III reexamined his February 6, 2007 refusal to dismiss plaintiffs’ claim involving stock option springloading against directors and officers of Tyson Foods, Inc. In his earlier opinion (here), Chandler had held, in response to the defendants’ motion to dismiss, that the board’s authorization of

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-40878960517873546272007-08-16T19:47:00.000-04:002007-08-20T20:09:53.708-04:00

During a panel discussion on the topic of "Advising a Public Company in Crisis" at the ABA Annual Meeting earlier this week, unexpected time constraints forced me to dramatically abbreviate my planned remarks. On the fly, I fashioned what turned into a list of seven pointers for outside counsel who are assisting their clients in connection with the clients’ D&O claims. Perhaps proving once again

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-71453339571082334542007-08-15T21:23:00.000-04:002007-08-15T21:30:02.233-04:00

At about this time last year, it sometimes seemed to me as if all I was writing about on this blog was the options backdating scandal, but that was because there were backdating-related issues emerging on virtually a daily basis. Now it is beginning to feel as if all I am writing about is the subprime lending mess, but if that is so it is because it is an issue that is dominating the headlines,

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-83026150901916646832007-08-09T23:15:00.000-04:002007-08-09T23:16:49.321-04:00

The Kobi Watch: The recent news of the options backdating-related criminal conviction of Gregory Reyes, the former CEO of Brocade Communications, made me wonder what was happening with another former CEO caught up in the backdating brouhaha. When we last checked in on Kobi Alexander (prior post here) the fugitive former head of Comverse Technology had sucessfully postponed the hearing on his

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-84548287930418061042007-08-08T23:43:00.000-04:002007-08-09T00:03:53.651-04:00

As average D&O claims severity has increased and accompanying defense expense has escalated in recent years (about which refer here), excess D&O insurance has become an increasingly critical part of D&O claims resolution. Perhaps because of the increasing claims involvement of excess D&O insurance, it seems as if the number of D&O coverage disputes involving excess insurers is growing. Two recent

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0tag:blogger.com,1999:blog-27825754.post-19133583994465544462007-08-07T13:49:00.000-04:002007-08-07T23:23:11.949-04:00

The wave of subprime lending related lawsuits (which I am tracking here) continues to grow. On July 31, 2007, the Lerach Coughlin law firm sued beleaguered home lender American Home Mortgage Investment Corp. (press release here) in a securities class action lawsuit. The suit alleges that American Home is a REIT that engages in investment and origination of residential mortgage loans. The company

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com3tag:blogger.com,1999:blog-27825754.post-77082159441695182862007-08-06T23:36:00.000-04:002007-08-08T10:09:14.887-04:00

I was only away one week, but even in that short time there were many interesting developments in stories I have been following on this blog. Here is a news round-up, in no particular order:NASDAQ’s Private Portal Approved: In an earlier post (here), I discussed the arrival of private securities markets, where accredited investors can exchange Rule 144A shares without the issuing companies

Kevin LaCroixhttp://www.blogger.com/profile/16945350086796697218noreply@blogger.com0