D&O

February 28, 2023

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Companies need an authenticated forward-looking oversight process to manage risk strategically.

“For the first time since its landmark Caremark decision, the Delaware Chancery Court has allowed a breach of oversight claim to proceed against a corporate officer when it declined to dismiss claims brought by stockholders against David Fairhurst, McDonald’s former head of human resources…”.[kos] The bottom line is that law and society are expecting better management and oversight—a touch of common sense many would say—and that disappointment (read, shift in expectations leading to anger and disappointment, aka, reputation crisis) is playing out in the courts….Companies and boards need a solid, universally applicable management and oversight process that is forward-looking to manage risk strategically. The quality of that process needs to be proactively authenticated with insurance. Compliance-focused controls, which by design are backward looking—and the audits that authenticate them—are necessary but with the evolving expectations of society, apparently no longer sufficient.

February 20, 2023

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Mission critical risk denial can be costly. It is an ongoing reputational crisis…(due to) poor risk management and governance.

Mission critical risk denial can be costly. A holiday flight cancellation fiasco by Southwest Airlines crushed the company’s market capitalization and caused the company to take an $800 million dollar write-down for Q4 and record losses three times greater than analysts had expected. Equity returns 42 days into the crisis show Southwest trailing the Dow Jones U.S. Airlines Index by 18.4%. Had it merely kept pace with that index, Southwest’s market cap would have been more than $3.3 billion higher.

February 12, 2023

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Demonstrating Quality and Effectiveness—not merely effort—is one of the strategic benefits of ESG and reputation insurances.

Demonstrating Quality and Effectiveness. In this recent post by the National Association of Corporate Directors, the lawyer authors write, “Documenting the board’s activities is a critical component of demonstrating management’s efforts to monitor relevant risks and board review of these efforts.” Under the DoJ’s enhanced enforcement guidelines, simply demonstrating effort is not sufficient. Demonstrating effectiveness—not merely effort—is crucial; and it is one of the strategic benefits of ESG and reputation insurances.

October 13, 2022

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Effective defense of oversight claim. An insurance-authenticated thoughtful and dutiful risk strategy over all that is mission-critical.

You can never completely prevent litigation over liability due to oversight issues. That being said, steps can be taken to help better defend against these suits, including successfully moving to dismiss, reducing settlement values even after an unsuccessful motion to dismiss, and perhaps even a successful defense at trial, if necessary.

October 3, 2022

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An effective reputation risk strategy is essential. Are insurances for ESG-linked reputation risk part of your strategy?

NACD Summit ESG Beast Effective risk management and governance of ethics, compliance, ESG, and reputation risks, validated by insurance, forestalls regulators, litigators, and activists. In this workshop, Steel City Re CEO Nir Kossovsky and UL Solution’s Adrian Wain convey the nuts & bolts of a an effective reputation risk strategy comprising thoughtful risk management and …

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September 14, 2022

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NACD Summit ESG Beast. Effective risk management and governance, validated by insurance, forestalls regulators, litigators, and activists.

NACD Summit ESG Beast. Effective risk management and governance of ethics, compliance, ESG, and reputation risks, validated by insurance, forestalls regulators, litigators, and activists. In this workshop, Steel City Re CEO Nir Kossovsky conveys the nuts & bolts of an enterprise reputation risk management apparatus, and the governance, leadership, controls and insurances therein. Directors will …

September 14, 2022 Read More

September 13, 2022

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Road to reputation resilience. Combining the marketing, risk and legal forces will put companies in the best position to withstand today’s volatile social climate.

Road to Reputation Resilience. In this era of stakeholder capitalism, corporate engagement on controversial social issues, wars, pandemics, and vague or aspirational environmental, social and governance (ESG) goals driving investor decisions, “reputation management” is incomplete without “reputation risk management” and, increasingly, legal compliance. Marketers cannot do it alone. Click on the image above to read …

September 13, 2022 Read More

September 12, 2022

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Reputation and ESG insurances are how boards can signal to investors and the courts (and regulators) that their governance processes are effective.

Ethics Compliance Management Governance. An effective management process for [ethics, compliance, ESG risk, reputation risk…] creates value with regulators. An effective governance process creates value with investors and the courts. Auditors’ reports on controls are how boards can signal to regulators that their management processes are effective. Reputation and ESG insurances are how boards can …

September 12, 2022 Read More

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