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D&O Issues

Podcasts in this series

Plaintiff's Attorney's Fees in Derivative Claims
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In recent years shareholder derivative action, typically based upon a breach of fiduciary duty claim against the D&O's, have become much more common. As distinct from shareholder class actions, settlements or judgments owed by the D&O's in derivative claims may not be indemnifiable by the corporation, so these claims must be covered under Side A of the D&O policy. If plaintiff's attorney's fees are part of the derivative settlement, are they covered by the policy?

Geoffrey Fallon, Senior Vice President, Risk Audit LLC
Priya Cherian Huskins, Esq., Sr. Vice President, Woodruff Sawyer & Company

Coverage for In-House Lawyers for Legal Malpractice Claims
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Should the D&O policy contain coverage for in-house lawyers for legal malpractice claims?

  • Should it apply to non-officer in-house counsel as well as to officers?
  • While this is usually a no-cost coverage enhancement to the D&O policy, what are the benefits of stand-alone employed lawyers’ coverage versus including such coverage in the D&O policy?
Geoffrey Fallon, Senior Vice President, Risk Audit LLC
Priya Cherian Huskins, Esq., Sr. Vice President, Woodruff Sawyer & Company

Insured vs. Insured Exclusion
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Virtually all D&O policies contain exclusion for a claim made by one insured versus another. For example, if two directors sue each other, the I v. I exclusion would cause the D&O insurance policy not to respond. What is the rationale for this exclusion; what are some common exceptions to this exclusion; and what important exceptions are available simply for the asking with no additional premium?

Geoffrey Fallon, Senior Vice President, Risk Audit LLC
Priya Cherian Huskins, Esq., Sr. Vice President, Woodruff Sawyer & Company

About the Speakers

Geoffrey Fallon
Geoff is a Senior Vice President of Risk Audit LLC which provides expert witness testimony and strategic litigation advice for complex coverage litigation. Before joining Risk Audit LLC Geoff was a Managing Director of Marsh where he was National Director of Training for the Financial and Professional ("FINPRO") practice and also a FINPRO leader in the Midwest Region. He advises and consults with clients on issues involving directors & officers liability; mergers & acquisitions risk mitigation; and other financially-oriented risk solutions. Geoff has published numerous articles and spoken many times on these and other professional liability issues.

Formerly, Geoff was a partner of Arter & Hadden a large national law firm where he was a member of the D&O Practice Group. This firm has been involved in drafting several professional liability insurance policies.

Priya Cherian-Huskins
Named one of the "Top 100 Women of Influence in the Silicon Valley" in 2009 by the San Jose/Silicon Valley Business Journal, Priya is a recognized expert in 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 is a frequent speaker nationally and internationally on D&O issues, is a regular guest lecturer for Stanford Law School’s Corporate Governance Colloquium, and has taught at Stanford’s Annual Directors’ College, among others. She has authored articles for journals as diverse as the Stanford Law Review and Directors & Boards. Priya is on the board of directors of Realty Income Corporation, The Monthly Dividend Company®, (NYSE: O). She is also on the board of directors of the National Association of Corporate Directors, Silicon Valley Chapter, and is a member of the California Bar.



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