Category Archives: Directors & Officers

IP Mismanagement and D&O Shareholder Derivative Actions

broken light bulb

Until recently, cyber security was not a prominent issue for oversight by boards of directors. Intellectual property (IP) board oversight even less so: Boards were aware of its potential financial impact from the periphery yet perceived it to be a … Continue reading →

The Battle Over Legal Privilege Intensifies

legal privilege

It’s not just the question of whether the privilege belongs to a company or a director that matters but whether it exists at all. Continue reading →

So You Think You are a Non-Executive Director?

two directors

We all think we know the difference between an executive and a non-executive director – right? After all, an executive director has executive powers and functions and usually a contract of employment whereas a non-executive director does not. Continue reading →

When is a Director Entitled to Indemnification or Advancement from his Company?

Businessman in Handcuffs

In the UK, the answer to this question under the Companies Act is reasonably straightforward. But in the US this important question seems to provoke more activity, as the recent case of Holley v Nipro Diagnostics demonstrates. Continue reading →

Are D&O “Derivatives” also Weapons of Mass Destruction?


Shareholder lawsuits against executives and directors of their companies seem to have taken a turn due north on the risk-o-meter. Continue reading →

Bribery Causes a Company International Pain


I find it difficult to think of a better recent example of the depth and breadth of pain endured by a single group of companies for bribery-related misdemeanours than that being suffered by French industrial giant, Alstom. Continue reading →

What Risks Will Emerge in 2015?

storm light house

Our list of emerging risks for 2015 covers the kind of perils that keep risk managers up at night: cyber risk, oil price volatility, the changing demands of today’s workforce, the over-confidence corporations have in the ability of their entity … Continue reading →

Cyber Risk: New UK Guidance Makes Ostrich Defence for Directors Even More Untenable


I’m not sure whether I can count HM Government among the loyal followers of my blog so it is probably just a coincidence that in December 2014 it published some really valuable guidance aimed at non-executive directors to help them assessing the measures taken to enhance cyber security in the companies on whose boards they sit. Continue reading →

How Do You Solve a Problem Like Local Policy Limit Burn?

global pins

I understand that this is a less catchy title than the one for the recent BBC television programme. It is, though, still something that exercises the minds of risk managers responsible for placing large international D&O programmes (and maybe other … Continue reading →

English Supreme Court Not Impressed With Corporate Vehicle Run By Arab Prince

Britain Saudi Arabia

Not long ago I blogged about the case of an Arab Sheikh who was a director of  a company involved in litigation in the UK and was made subject to UK jurisdiction even though he was resident in Saudi Arabia.  … Continue reading →