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Shareholder lawsuits driving professional liability market: REBEX speakers

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WHEELING, Illinois — Shareholder derivative lawsuits continue to affect the directors and officers insurance market, speakers said Thursday at the REBEX 2014 Regional Risk Management Conference and Exhibition in Wheeling, Illinois.

Jacqueline Urban, Chicago-based senior managing director and practice leader of the global FSG legal and claims practice for Aon Risk Solutions, said aggrieved shareholders of a company can file against a company’s board members for a wide array of reasons.

“The underlying causes can be anything that caused harm to the company such as breach of fiduciary duty or a conflict of interest on the part of one of the directors,” Ms. Urban said. “Excessive compensation has been an issue in the past, but the big ones now are the Foreign Corrupt Practices Act and cyber breach.”

Ms. Urban said that while cyber breach-derived lawsuits against corporate officers are currently the cause of much consternation among policyholders, they are not excluded by D&O policies.

“Data breach is not treated differently than any other lawsuit source, it’s just a different underlying cause,” she said. “Your D&O policy will still respond the same way.”

Armando Carlo, Chicago-based director of the risk management and insurance department at Boeing Co., said he had only seen a few shareholder derivative lawsuits in the last decade.

“Even for a company as large as Boeing, these remain pretty rare,” he said. “However, one thing to bear in mind is that these lawsuits do attract a lot of attention.”

Because the derivative lawsuits are infrequent, companies subjected to one are wise to rely heavily on their insurance brokers and outside counsel that specialize in the derivative cases, Mr. Carlo said.

He also said companies should make sure that the channels of communication between internal stakeholders such as the legal and risk management departments remain active, because speed is essential when defending derivative lawsuits.

“When a claim comes in, one of the first things I would do is set up a meeting to determine how information relating to the lawsuit will be shared,” he said.

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