foley & lardner llp - directors ndi executive exchange n di · 2019. 4. 30. · kieran p....

NDINATIONAL DIRECTORSINSTITUTE NDI Executive Exchange

ACCOUNTABILITY AND TRANSPARENCY

Are Your Corporate Governance Practices Putting You at Risk?

CO-SPONSORS

IN-KIND SPONSORS

Ten Things a Director Should Know About Her D&O Policy

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WHAT DIRECTORS AND OFFICERS SHOULD KNOW ABOUT THEIR

INSURANCE

NOVEMBER 6, 2014

Panelists

Jacqueline Waters Urban, Esq.Aon Risk Solutions, Financial Services Group

Kieran P. HughesAIG Property Casualty

Ethan D. Lenz, JD, CPCUFoley & Lardner LLP

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©2014 Foley & Lardner LLP

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CURRENT LANDSCAPE OF SECURITIES CLASS ACTION LITIGATION

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Frequency: Federal Securities Class Action Litigation

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Classic Filings1995 – 2014 YTD

Source: Cornerstone Research – Securities Class Action Filings: 2013 Year in Review.

Classic Filings” which exclude IPO Allocation (313), Analyst (68), and Mutual Fund (25) filings.

Aon Risk Solutions | Financial Services GroupA Division of Aon Risk Services Central, Inc. | July 2014

188

111

174

242

209 216

180

224

192

228

182

120

138123

107 113 111129

148

82

40 43 13

13

8

931

1039

100

53

13

1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Credit Crisis Filings

Chinese Reverse Merger Filings

M&A Filings

All Other Filings

177166

152

188175

167

223

92

3

5


Settlements2000 – 2014 (dollars in millions)

*Includes settlements of $1B or greater**Excludes settlements of $1B or greater


Source: Aon Financial Services Group, Data as of July 1, 2014

Note: Past settlement values are subject to change. While settlement information generally reflects settlements as of the date a settlement is announced, as additional parties reach settlements and they become final, the past settlement values and dates occasionally change. Aon FSG adjusts settlement figures in this chart to reflect the changes.

Severity: Federal Securities Class Action Litigation

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6


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Severity: Federal Securities Class Action LitigationNumber of Settlements (by size of settlement)2000 – 2014 (dollars in millions)

* Includes settlements of $1B or greater** Excludes settlements of $1B or greater




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7





Upper Quartile Settlement Values(Includes all settlements)2004 – 2014 (dollars in millions)


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Lower Quartile Settlement Values(Includes all settlements)2004 – 2014 (dollars in millions)


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Top Things Directors Should Know About Their D&O Policy.

I. How much insurance do we have and how much do I need?

II. Who shares the insurance policies with me?

III. When is the coverage triggered for me?

IV. Does my D&O policy cover cyber liability?

V. What is A side insurance and why is it needed?

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Remember: Defense Costs Reduce the Limits

How Much Insurance Do We Have and How Much Do I Need?

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Who Shares the Insurance Policies with Me?

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When is the Coverage Triggered for Me?

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What is A Side Insurance and Why Is It Needed?

D&O Insurance and Cyber Liability ClaimsSources of Claims After a Cyber Incident

Customers

Shareholders

Regulatory Agencies

Other Third Parties (e.g., Financial Institutions)

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D&O Insurance Coverage for Third Party Claims Directors and Officers Liability Insurance

– Coverage for Individual Directors & Officers Derivative Actions, Shareholder Class Actions Regulatory Agency Claims Claims by Other Third Parties

– Coverage for Company Publicly Traded vs. Non-Public

– Securities claims only for publicly traded– Beware Anti-trust, Unfair Trade Practice and FTC exclusions

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Questions?

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Contact Information Jacqueline Waters Urban, Esq.

Aon Risk Solutions, Financial Services GroupGlobal Legal & Claims Practice200 E. Randolph, 8th Floor, Chicago, Illinois 60601P: 312.381.4563 F: 312.381-6807 Cell: 312.497-4443E-Mail: [email protected]

Kieran P. HughesVice PresidentAIG Property Casualty32 Old Slip, 21st FloorNew York, New York 10005P: 646.857.1452 Cell: 646.344.2293E-Mail: [email protected]

Ethan D. Lenz, JD, CPCUFoley & Lardner LLP777 East Wisconsin Avenue,Milwaukee, WisconsinP: 414.297.5835 Cell: 414.243.8856E-Mail: [email protected]

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foley & lardner llp - directors ndi executive exchange n di · 2019. 4. 30. · kieran p....

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