Board Oversight

D&O Discourse is 11 Years Old

By Doug Greene on October 18, 2023

Posted in Board Oversight, Class Certification, Corporate Governance, D&O Discourse News, D&O Insurance, D&O Insurance Brokers, Damages Analysis, Defense Costs, Defense Counsel, Falsity Analysis, Fraud-on-the-Market Doctrine, Litigation Reforms, Litigation Strategy, Motions to Dismiss, Omnicare, Securities Class Action, Shareholder Derivative Action, State of Securities and Governance Litigation, Statements of Opinion, Supreme Court

I started the D&O Discourse blog in October 2012 to generate discussion among the repeat players in securities and corporate governance litigation: insurers, brokers, mediators, economists, plaintiffs’ counsel, and defense counsel. While I share opinions from a defense-counsel perspective, I call it like I see it.

Here are five of my favorite posts – well…

The State of Securities Litigation: Why Don’t We Litigate “Derivative Litigation” Anymore?

By Doug Greene on July 16, 2023

Posted in Board Oversight, Delaware Courts, Litigation Strategy, Shareholder Derivative Action, State of Securities and Governance Litigation

Over the years, I’ve bemoaned the lack of “litigation” in “securities litigation.” In this post, I discuss the same problem in “derivative litigation:” why don’t we litigate derivative cases anymore?

Derivative litigation – in which a stockholder asserts claims that belong to the company – takes multiple forms: tag-along cases to securities class actions…

Securities and Governance Litigation Risks from COVID-19

By Doug Greene on April 27, 2020

Posted in Board Oversight, Context Analysis, Event-Driven Securities Class Actions, Falsity Analysis, Omnicare, Safe Harbor, Scienter Analysis, Statements of Opinion, Supreme Court

The history of securities litigation is marked by waves: from the IPO laddering cases, to the Sarbanes-Oxley era corporate scandal cases, to stock options backdating, to the credit crisis, to the Chinese reverse-merger cases, to event-driven/lawsuit blueprint cases, certain types of cases have predominated at different times.

Are we entering a wave of COVID-19…

5 Wishes for Securities Litigation Defense: Greater Director Involvement in Securities Litigation Defense and D&O Insurance

By Doug Greene on July 18, 2016

Posted in Board Oversight, Corporate Governance, D&O Insurance, D&O Insurance Brokers, Defense Costs, Defense Counsel, Plaintiffs' Bar, Securities Class Action, Securities Class Action Statistics

One of my “5 Wishes for Securities Litigation Defense” (April 30, 2016 post) is greater involvement by boards of directors in decisions concerning D&O insurance and the defense of securities litigation, including defense-counsel selection. Far too often, directors cede these critical strategic decisions to management.

For most directors, securities litigation is a mysterious…

5 Wishes for Securities Litigation Defense

By Doug Greene on April 30, 2016

Posted in Board Oversight, Class Certification, Corporate Governance, D&O Insurance, Damages Analysis, Defense Costs, Defense Counsel, Falsity Analysis, Fraud-on-the-Market Doctrine, Litigation Reforms, Motions to Dismiss, Safe Harbor, Securities Class Action, Securities Class Action Statistics, Statements of Opinion, Supreme Court

I am committed to helping shape a system for securities litigation defense that helps directors and officers get through securities litigation safely and efficiently, without losing their serenity or dignity, and without facing any real risk of paying any personal funds.

But we are actually moving in the opposite direction of this goal, and unless…

5 Securities Litigation Issues to Watch in 2016

By Doug Greene on January 19, 2016

Posted in 2nd Circuit, 9th Circuit, Board Oversight, Class Certification, Corporate Governance, Cyber Security, Delaware Courts, Falsity Analysis, Item 303, M&A Litigation, Motions to Dismiss, SEC, SEC Enforcement, Securities Class Action, Shareholder Derivative Action, Statements of Opinion, Supreme Court

Following is an article we wrote for Law360, which gave us permission to republish it here:

The coming year promises to be a pivotal one in the world of securities and corporate governance litigation. In particular, there are five developing issues we are watching that have the greatest potential to significantly increase or decrease the…

Why Are Companies and Their Directors and Officers Still Behind on Cyber Security Oversight and Disclosure?

By Doug Greene on November 30, 2015

Posted in Board Oversight, Corporate Governance, Cyber Security, SEC, SEC Enforcement

Over the past three years, I’ve been outspoken about the need for better board oversight of cyber security, as well as the need for better cyber security disclosure. The severity of the cyber threat is so significant to companies, as well as to the nation’s economy and security, that boards have no choice but to…

Corralling and Curtailing Merger Litigation: Lessons Learned from Past Securities and Corporate Governance Litigation Reform

By Doug Greene on May 27, 2015

Posted in Board Oversight, Cyber Security, Delaware Courts, Litigation Reforms, Litigation Strategy, M&A Litigation, Plaintiffs' Bar, Section 220, Shareholder Derivative Action

In the world of securities and corporate governance litigation, we are always in the middle of a reform discussion of some variety. For the past several years, there has been great focus on amendment of corporate bylaws to corral and curtail shareholder corporate-governance claims, principally shareholder challenges to mergers.* Meritless merger litigation is indeed a…

Cybersecurity Securities Class Actions: A Wave or Trickle?

By Doug Greene on March 17, 2015

Posted in Board Oversight, Corporate Governance, Cyber Security, SEC Enforcement, Securities Class Action, Shareholder Derivative Action

One of the foremost uncertainties in securities and corporate governance litigation is the extent to which cybersecurity will become a significant D&O liability issue. Although many D&O practitioners have been bracing for a wave of cybersecurity D&O matters, to date there has been only a trickle. Some have come to believe that at most, there…

Cybersecurity Securities Class Actions are Coming: Predictions, Analysis, and Practical Guidance

By Doug Greene on May 20, 2014

Posted in Board Oversight, Cyber Security, Falsity Analysis, Scienter Analysis, Securities Class Action, Shareholder Derivative Action

Last fall, I wrote about board oversight of cybersecurity and derivative litigation in the wake of cybersecurity breaches. I plan to update my thoughts later this year, after we see developments in the recently filed Target and Wyndham derivative actions, and learn the results of the 2014 installment of Carnegie Mellon’s bi-annual CyLab Governance of…

Doug Greene

Doug is one of the most experienced and successful securities and governance litigators in the United States. He defends and counsels clients in securities class…

Doug is one of the most experienced and successful securities and governance litigators in the United States. He defends and counsels clients in securities class actions, shareholder derivative actions, shareholder challenges to mergers and acquisitions, SEC investigations, and internal investigations.