Law.com Subscribers SAVE 30%
Call 855-808-4530 or email [email protected] to receive your discount on a new subscription.
Unriddling the Sphinx The Insured v. Insured Exclusion and the Multiple Capacities of D&Os
As directors' and officers' insurance is intended to provide coverage for claims by third parties, most, if not all, D&O policies contain an exclusion commonly referred to as an “insured v. insured exclusion.” The exclusion bars coverage for claims brought by one insured against another insured. Historically, the exclusion was drafted in response to “friendly” and collusive lawsuits arising out of the savings and loan bank crisis in the early to mid-1980s. Essentially, friendly lawsuits were being filed by the failed banks against their directors and officers in an effort to recoup loan losses from the proceeds of D&O policies. Thus, the primary purpose in drafting the insured v. insured exclusion was ' and continues to be ' to prevent a corporation from suing its own directors and officers to obtain the benefits of coverage for itself, rather than third parties.
The exclusion is fairly easy to apply where a solvent corporation brings suit against its current or former directors and officers for breaches of fiduciary duties or where a director or officer brings suit for termination or compensation-related issues. Where, on the other hand, the director or officer brings suit in his or her sole capacity as a shareholder of the corporation, the applicability of the exclusion is more complex. As the analysis of the two cases below indicates, there is little guidance for insurers, as well as insureds, as to how a court will apply the exclusion where the capacity of a director or officer is cloudy. Accordingly, rather than leave the interpretation of the exclusion up to a judge ' with all the subjectivity that may entail ' insureds and insurers are well advised to anticipate and resolve the scope of the insured v. insured exclusion during the negotiation and issuance of the policy.
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.
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.
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.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.