Insights

Summer Holiday Break + Hot Topics for Directors and Officers

July 7, 2021

/Management Liability/D&O

As we head into the first weeks of summer, things are heating up—not only outside but also for directors and officers in many areas of business. While the D&O Notebook is on break for the fourth-of-July holiday this week, here is a list of hot topics for director and officer summer reading.

beach chair palm trees sunset

SEC Turning Up the Heat on ESG and Climate Change Disclosures

Public companies take note: The Securities and Exchange Commission is getting serious about the quality of both climate change and ESG disclosures in public company filings. In March 2021, the SEC announced the formation of a new task force in the Division of Enforcement for climate disclosures and ESG.

In the article, SEC Turning Up the Heat on Climate Change and ESG Disclosures, we discuss the SEC’s new task force, whether disclosures will be voluntary or mandatory in the future, and next steps for directors wanting to prepare.

As Predicted: More SPACs Are Leading to More Litigation

SPAC deals are hotter than ever and, as predicted, litigation is on the rise. According to Woodruff Sawyer’s proprietary D&O litigation database, the D&O Databox, 12% of SPACs have been sued in M&A litigation, 10% in securities class actions, and 4% in derivative actions through Q1 2021.

In the article, As Predicted: More SPACs Are Leading to More Litigation, we look at the data to analyze the SPAC-related D&O litigation trends. We note that securities class actions are the most concerning of the litigation trends and why. Finally, we discuss what steps directors and officers can take to protect themselves if they are involved in a SPAC or de-SPAC transaction.

State Choice of Forum Provisions: Streamlining Fiduciary Duty Lawsuits

No list of hot topics would be complete without discussing an oldie-but-goodie topic that is back in the spotlight—state choice of forum provisions—but with a new twist: diversity lawsuits.

As some recent fiduciary duty suit dismissals have shown, state choice of forum provisions remain an important protection that companies should insert in their charter documents. In the article, State Choice of Forum Provisions: Streamlining Fiduciary Duty Lawsuits, Including Diversity Suits, we discuss a brief background on these provisions, a recent high-profile case involving The Gap, and takeaways for new and mature public companies.

ON-DEMAND WEBINARS

SPAC Litigation Update

Please join Woodruff Sawyer’s Priya Huskins, Cooley’s Shannon Eagan, and Nasdaq’s Jeff Thomas as they discuss this rapidly evolving area of litigation.

WATCH NOW »

Related Blog Posts

Was this post helpful?

See all articles by Priya Cherian Huskins, Esq.

All views expressed in this article are the author’s own and do not necessarily represent the position of Woodruff-Sawyer & Co.

Priya Cherian Huskins

Senior Vice President, Management Liability

Editor, Management Liability/D&O

Priya is a recognized expert and frequent speaker on D&O liability risk and its mitigation. In addition to consulting on D&O insurance, she counsels clients on corporate governance matters, including ways to reduce their exposure to shareholder lawsuits and regulatory investigations. Priya serves on the board of an S&P 500 public company and a large private company and has an impressive list of publications, speaking engagements, and awards for her influence and expertise in the industry. 

415.402.6527

LinkedIn

Priya Cherian Huskins

Senior Vice President, Management Liability

Editor, Management Liability/D&O

Priya is a recognized expert and frequent speaker on D&O liability risk and its mitigation. In addition to consulting on D&O insurance, she counsels clients on corporate governance matters, including ways to reduce their exposure to shareholder lawsuits and regulatory investigations. Priya serves on the board of an S&P 500 public company and a large private company and has an impressive list of publications, speaking engagements, and awards for her influence and expertise in the industry. 

415.402.6527

LinkedIn