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D&O Insurance and 'Holding Claims'
A Supreme Court of California securities fraud decision sounds a warning to corporate policyholders to review their directors' and officers' (“D&O”) insurance policies. In Small v. Fritz Cos., 132 Cal. Rptr.2d 490 (Cal. 2003), the court upheld the validity of securities “holding claims” ' claims seeking redress for persons induced to hold stock instead of selling it. Unlike typical securities fraud claims, the claims in this case did not involve the purchase or sale of securities. D&O policies usually link the availability of entity coverage for the corporation to a “securities claim” having been filed against the corporation. Unfortunately, some policies define “securities claim” narrowly in a manner that arguably does not include coverage for “holding claims.” In light of the California decision, policyholders should insist that their policies define “securities claims” broadly in a manner that does include “holding claims.”
Securities fraud claimants typically seek redress in federal court and usually assert violations of Rule 10b-5, which was promulgated by the Securities and Exchange Commission in 1942 and later held to have implied a private right of action. See Basic Inc. v. Levinson, 485 U.S. 224, 230-31 (1988) (endorsing lower federal court decisions implying a private right of action). Rule 10b-5 makes it “unlawful for any person … to employ any device, scheme or artifice to defraud … to make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made … not misleading or … [t]o engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security.” 17 C.F.R. '240.10b-5.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
Beach Boys Songs Written Decades Ago Triggered Current Quarrel With Lawyers
There's current litigation in the ongoing Beach Boys litigation saga. A lawsuit filed in 2019 against Nevada residents Mike Love and his wife Jacquelyne in the U.S. District Court for the District of Nevada that alleges inaccurate payment by the Loves under the retainer agreement and seeks $84.5 million in damages.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Transfer Tax Implications on Real Property Leases
The real property transfer tax does not apply to all leases, and understanding the tax rules of the applicable jurisdiction can allow parties to plan ahead to avoid unnecessary tax liability.
Removing Restrictive Covenants In New York
In Rockwell v. Despart, the New York Supreme Court, Third Department, recently revisited a recurring question: When may a landowner seek judicial removal of a covenant restricting use of her land?