Category Archives: Directors & Officers

The Perils for Senior Management of Being “Involved” with Bribery and Corruption

see no evil

Bribery and corruption is alive and well. That’s the depressing but perhaps unsurprising finding of a new report by the Organisation for Economic Co-operation and Development (OECD) analysing more than 400 cases worldwide involving companies or individuals over a 15 … Continue reading →

Do You Need a D&O Policy in Japan?

Japanese director

It seems a long time since I first blogged about the problems at Japanese camera maker Olympus.  This all goes back to 2011 when Michael Woodford, then president of Olympus, first blew the whistle about his concerns over payments made … Continue reading →

UK Insurance Act Receives Royal Assent

royal assent

The Insurance Act 2015 received royal assent on 12th February 2015. The Act, which I described as the “the most profound shift in UK commercial insurance law ever,”  introduces key changes to the duty of disclosure in commercial insurance contracts … Continue reading →

Greater Corporate Criminal Responsibility is Coming to the UK


You may have been following the civil damages claim based on phone hacking allegations brought by Sadie Frost, Alan Yentob and other well-known personalities against Mirror Group Newspapers. The trial is currently underway.  Continue reading →

Not Such Good News For Rogue Directors After All

ace up sleeve

Usually, I report on developments (good, bad or indifferent) for honest directors of companies doing their best to avoid personal liability. Until very recently, it seemed there was good news just round the corner for rogue directors seeking to avoid … Continue reading →

Doing Your Incompetent Best as a Director May Still Be an Effective Defence

blindfolded biz person

For me, there was one memorable phrase to emerge from the celebrated (at least in off shore fund management circles) 2011 Cayman Islands Grand Court case of  Weavering Macro Fixed Income Fund Limited (In Liquidation) v. Stefan Peterson and Hans … Continue reading →

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 →