Kevin LaCroix

Kevin M. LaCroix is an attorney and Executive Vice President, RT ProExec, a division of R-T Specialty, LLC. RT ProExec is an insurance intermediary focused exclusively on management liability issues.

California Court to Address Enforceability of Delaware Corporation’s Federal Forum Provision

By Kevin LaCroix

July 14, 2020

After the Delaware Supreme Court’s March 2020 decision in Salzburg v. Sciabacucchi upholding the facial validity of corporate charter provisions designating federal court as the forum for Securities Act liability claims, several questions remained. Among the questions is whether others’ states courts will recognize and enforce federal forum provisions in Delaware corporations’ charters. This issue has been teed up for decision in a Section 11 lawsuit pending in San Mateo County court in California, in…

The D&O Diary

Is There an Alternative to the Status Quo on Merger Objection Lawsuits?

By Kevin LaCroix

July 13, 2020

These days just about every public company merger transaction draws at least one merger objection lawsuit. These lawsuits formerly were filed in Delaware state court alleging violations of Delaware law, but since the 2016 Delaware Chancery Court decision in the Trulia case, in which the court expressed its distaste for this type of litigation, the lawsuits have been filed in federal court based on alleged violations of Section 14 of the Securities Exchange Act of…

The D&O Diary

Guest Post: When a Wealthy Individual, Not D&O Insurance, Indemnifies Directors

By Kevin LaCroix

July 12, 2020

Many readers undoubtedly have heard that, in lieu of D&O insurance, Tesla Motors CEO Elon Musk has personally agreed to protect the company’s board with an indemnification undertaking. In the following guest post, Priya Cherian Huskins discusses another situation in which a company official has agreed to indemnify the company’s directors in lieu of insurance, and discusses the issues and implications of this type of arrangement. Priya is a Senior Vice President and Partner at…

The D&O Diary

The Potential for COVID-19-Related Securities Class Actions in Australia

By Kevin LaCroix

July 9, 2020

As regular readers know, over the last few months, I have been closely following the rise of coronavirus outbreak-related securities class action lawsuits. To date, though the pandemic is a global health and economic phenomenon, the pandemic-related securities litigation activity has been limited to the United States. In the following guest post, Jason Symons, Persia Navidi, Claudia George, and Luke Roper of the HWL Ebsworth law firm take a look at the possibilities for COVID-19-related…

The D&O Diary

Private Prison Firm Hit with COVID-19 Outbreak-Related Securities Suit

By Kevin LaCroix

July 8, 2020

In the latest coronavirus outbreak-related securities class action lawsuit to be filed, a plaintiff shareholder has filed a securities class action lawsuit against The GEO Group, a publicly traded private corrections facilities operator, alleging that the company misled investors about the effectiveness of its COVID-19 response. The complaint alleges that the company’s “inadequate” procedures subjected residents of the Company’s halfway houses to significant health risks. The company’s share price declined following news reports of a…

The D&O Diary

No Coverage for Legal Expenses Incurred in Declaratory Judgment Action

By Kevin LaCroix

July 7, 2020

In an interesting decision that touches on a number of basic D&O insurance coverage issues, a federal district court judge applying Oklahoma law has ruled that a company’s management liability insurance policy does not provide coverage for legal expenses a former company executive incurred in a declaratory judgment action that had been filed by another company executive to determine the parties’ rights under a profit sharing agreement. The court concluded that there was no coverage…

The D&O Diary

Oracle Directors Hit with Derivative Suit on Board Diversity Issues

By Kevin LaCroix

July 6, 2020

After the recent civil disturbances and social unrest, there has been a renewed focus on equality and diversity issues. Among many other things, investors and activists are raising concerns about the lack of racial diversity on corporate boards. For example, just last week, a California legislator introduced a bill that would require corporations to include on their boards persons from “underrepresented communities.” Now, in addition to these legislative efforts, an activist investor seeking to advance…

The D&O Diary

Concerns About “Going Concern”

By Kevin LaCroix

July 5, 2020

As the pandemic has unfolded, a recession has followed in its wake, as a result of which many companies are struggling. Some will not survive – a number of high profile companies, such as Hertz and Neiman Marcus, have already filed for bankruptcy. Many others have issued financial filings containing a “going concern” disclosure or received an audit opinion with a going concern modification. The government shutdowns and other disruptions that have followed in…

The D&O Diary

Of Time and Summer, Again

By Kevin LaCroix

July 1, 2020

In recognition of the Independence Day holiday in the U.S., and in what is now an annual tradition, I reprise my 2012 essay about Time and Summer, which can be found here. In the midst of the very strange time in which we are all now living, life’s timeless lessons somehow seem more important than ever. Thank you to all of my loyal readers. I hope that all of you and your families are…

The D&O Diary

Securities Suit Filings Decline in Year’s First Half

By Kevin LaCroix

June 30, 2020

Largely due to a significant decline in the number of filings during May and June, the number of federal court securities class action lawsuit filings in the first half of 2020 was well below the number of filings at the same point last year – although still well above long-term historical levels. The number of first half filings was significantly boosted by a cluster of securities suit filings against cryptocurrency companies that were sued on…

Kevin LaCroix

Kevin LaCroix Blogs

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California Court to Address Enforceability of Delaware Corporation’s Federal Forum Provision

Is There an Alternative to the Status Quo on Merger Objection Lawsuits?

Guest Post: When a Wealthy Individual, Not D&O Insurance, Indemnifies Directors

The Potential for COVID-19-Related Securities Class Actions in Australia

Private Prison Firm Hit with COVID-19 Outbreak-Related Securities Suit

No Coverage for Legal Expenses Incurred in Declaratory Judgment Action

Oracle Directors Hit with Derivative Suit on Board Diversity Issues

Concerns About “Going Concern”

Of Time and Summer, Again

Securities Suit Filings Decline in Year’s First Half

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