D&O Liability

DAY ONE – Monday, November 30, 2009

12:00 Conference Registration

1:00 Co-Chairs’ Opening Remarks

Michael W. Early
Assistant General Counsel
Chicago Underwriting Group, Inc. (Chicago, IL)

Kevin LaCroix
Partner
Oakbridge Insurance Services (Beachwood, OH)

1:10 Setting the Stage on D&O Liability: The State of the D&O Marketplace, Litigation Trends, Current and Pending Legislation, and Beyond

David F. Allen
Vice President
Gen Re Global Casualty Facultative (Stamford, CT)

Michael Karmilowicz
Executive Vice President, Head of Management Solutions
Zurich North America Specialties (New York, NY)

Kevin LaCroix
Partner
Oakbridge Insurance Services (Beachwood, OH)

William Passannante
Partner
Anderson Kill & Olick, P.C. (New York, NY)

Ignacio Salceda
Partner
Wilson Sonsini Goodrich and Rosati (Palo Alto, CA)

In this session, you’ll be immersed in recent trends in D&O liability, particularly addressing where it is headed in the months and years to come. Information presented will include the newest trends and developments in the D&O arena, as well as the most difficult issues facing insurance professionals and their respective D&O counsel, including trends in D&O litigation and the D&O insurance market. This session will explore the latest legislation and case law and what it all means for your client(s) and/or company going forward. With ample time for questions, this session will set the tone for an interactive, insightful two days. Topics include:

• Impact of current litigation trends on pricing and risk appetite
• Subprime crisis: Where are we now?
• Determining whether the market has stopped softening
• State of the financial institution insurance market
• How are the SEC and DOJ shaping the current D&O marketplace?
• How bankruptcies are impacting D&O liability
• How is the Madoff scandal affecting the D&O landscape now and what to expect in the future

2:30 Evaluating the Impact of the Credit Crisis on the D&O Market

Brian Wanat
Managing Director
Financial Services Group (New York, NY)

Randall W. Bodner
Partner
Ropes & Gray LLP (Boston, MA)

• Analysis of what the credit crisis really means for the U.S. D&O market going forward
• Which industries are particularly at risk and what is the nature of their D&O exposure?
• Types of claims reported to date and what can be expected in the future
• Financial institutions: special considerations and discussion of level of exposure to D&O claims
• Is the crisis significant enough to turn the market hard again?
• How should lessons learned from sub-prime be applied during the renewal process?
• What type of specific information should underwriters look for?
• What can be expected from the insurance market in terms of:
• Capacity
• Premium
• Wording
• Understanding the SECs handling of the credit crisis
• Utilizing the doctrine of loss causation in the wake of the subprime crisis
• How the credit crisis is affecting
• damages
• underwriting considerations
• policy exclusions

3:30 Afternoon Refreshment Break

3:45 Overcoming Common Side-A Coverage Concerns

Robert Yellen
Chief Underwriting Officer
Executive Liability, a division of AIU Holdings
(New York, NY)

Anthony Galban
Senior Vice President, Global D&O Product Manager
Chubb & Son (Warren, NJ)

Patrick Tannock
Executive Vice President, Professional Lines
ACE Bermuda/CODA (Bermuda, W.I.)

Megan Colwell
Senior Vice President
Woodruff-Sawyer & Co. (San Francisco, CA)

• Purchasing considerations: Why is Side-A important?
• To what extent does Side-A only apply?
• Where are indemnification issues arising?
• When does Side-A only coverage drop down?
• What policyholders are currently asking for
• Aligning Side-A coverage with new realities: How is the current market impacting the number and scope of claims
• Current coverage and pricing trends

4:45 A Focus on Settlement Negotiations in the D&O Context: Attaining a Favorable Settlement Number for Your Client

Daniel J. Standish
Partner
Wiley Rein LLP (Washington, DC)

John D. Hughes
Partner
Edwards Angell Palmer & Dodge, LLP (Boston, MA)

Matthew L. Jacobs
Partner
Jenner & Block LLP (Washington, DC)

With the increase in the number of claims being filed comes an increase in the number of settlements. In this interactive session, you will learn key strategies and tactics for negotiating the best settlements for your clients. Topics include:

• When to fight it out v. When to settle?: Determining when settlement is the best option for your case
• Likelihood of prevailing on a motion to dismiss
• Likelihood of prevailing on summary judgment
• Likelihood of prevailing at trial
• Likelihood of prevailing on appeal
• Presence of criminal or regulatory investigations
• How much is it costing to settle cases?
• Checklist: Pre-settlement considerations:
• When is it the best time to settle?
• Valuing your case
• Preparing your client’s settlement position and balancing your client’s goals with reality

5:45 Day One Concludes

DAY TWO – Tuesday, December 1, 2009

8:30 Continental Breakfast

9:00 Chairs’ Remarks

9:05 Examining the Impact of Emerging Government Investigations and Actions on D&O Policies

Rhonda Prussack
Executive Vice President and Product Manager
Executive Liability, A division of AIU Holdings
(New York, NY)

Norman Blears
Partner
Hogan & Hartson (Silicon Valley, CA)

Joseph D. Jean
Counsel
Dickstein Shapiro LLP (New York, NY)

• Where is the SEC focusing its enforcement resources now?
• How are state AGs handling corporate investigations?
• Lesson learned from recent cases and investigations
• Exposure for secondary actors
• Penalties and liabilities
• Trends in cooperation and settlements
• What circumstances are triggering criminal probes?
• Enforcement trends and upcoming objectives
• ERISA and the SEC

10:15 Morning Coffee Break

10:30 The Continued Increase in Securities Litigation and How It Will Play Out in the D&O Arena

Anthony Tatuli
President
Domestic Claims – Financial Lines, A division of AIU Holdings, Inc. (New York, NY)

Jeff S. Westerman
Partner
Milberg, LLP (Los Angeles, CA)

Carl E. Metzger
Partner
Goodwin Procter LLP (Boston, MA)

Robert Varian
Partner
Orrick Herrington & Sutcliffe (San Francisco, CA)

Securities Litigation – The Macro View

• The current securities litigation landscape
• Securities litigation “hot spots” and trends
• What the future will bring – predictions for securities litigation and new developments

Securities Litigation – The Micro View

• The current status of derivative and fiduciary duty lawsuits
• Recent cases projected to have the greatest impact on D&O insurers
• Evaluating causation and damages: What is the litigation really worth?
• Settlement dynamics
• Defending against securities claims brought by institutional investors
• Claims brought by foreign investors

11:45 Negotiating Favorable D&O Policy Terms to Prevent Future Litigation

Daniel Aronowitz
President
Ullico Casualty Company (Washington, DC)

Peter Gillon
Partner
Pillsbury Winthrop Shaw Pittman LLP (Washington, DC)

Carolyn Rosenberg
Partner
Reed Smith LLP (Chicago, IL)

• Stepped-up underwriting related to the credit crisis: how is the credit crunch affecting the underwriting practice?
• New products and processes spawned by the current volatility of the market
• What is covered and what should be covered in every policy?
• Effective techniques for negotiating rescission and severability terms
• How is the softening market changing the underwriting processes and pricing?
• When are conduct exclusions triggered?

1:00 Networking Luncheon for Delegates and Speakers

2:10 Overcoming Complications When Determining the Reasonableness of Defense Costs

Mary Craig Calkins
Partner
Howrey LLP (Los Angeles, CA)

Anjali Cynthia Das
Partner
Wilson Elser Moskowitz Edelman & Dicker LLP (Chicago, IL)

• When are defense costs too high?: Determining what is reasonable under the circumstances
• Knowing what is covered to avoid surprises down the road
• Who pays what? Determining whether SEC investigations are covered by the policy
• Knowing the costs associated with regulatory investigations
• When should insurance be limited to panel counsel
• Determining when separate representation is necessary

2:50 Afternoon Refreshment Break Q

3:00 Excess Insurance Disputes and D&O Claims Resolution: What Companies Need to Know About What Their Policies Do and Don’t Cover

Jonathan Franznick
SVP, FINPRO Claims
Marsh (New York, NY)

Steve Shappell
Managing Director of Legal and Claims Practice
Aon Financial Services Group (Denver, CO)

Nancy Adams
Member
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C.
(Boston, MA)

Michael S. Levine
Partner
Hunton & Williams LLP (McClean, VA)

Moderator:

Michael W. Early
Assistant General Counsel
Chicago Underwriting Group, Inc. (Chicago, IL)

• Seeking losses through your coverage
• The impact of Qualcomm Inc. v. Certain Underwriter at Lloyd’s, London on excess insurance coverage
• Excess policy exhaustion language
• Untangling inconsistent provisions for excess carriers
• Scope of coverage on excess policies
• Using flexible language to reduce restrictions on loss payments that trigger excess coverage
• The “no drop down” issue: how are the courts resolving it?
• What mechanisms are brokers putting in place?

4:15 D&O Activity Abroad: Assessing Risk, Coordinating Policies and Accounting for International Considerations in a Time of Increased Global Litigation and Enforcement

Carol Zacharias
SVP, Associate Counsel
ACE USA (New York, NY)

Lee Lindsay
Senior Vice President, International Product Advisor
Financial Services Group (Denver, CO)

• How increased corporate governance, recent mass/class litigation and newly ramped-up regulatory efforts outside the U.S. are impacting coverage of D&Os abroad
• Mastering the challenges associated with underwriting, quoting, and binding out-of-country
• Establishing an on-the-ground framework for working with partners around the globe for effective underwriting and claims management
• Current trends in the European and Asian marketplaces and their impact on the U.S. D&O liability
• How foreign jurisdictions are handlings securities class actions
• When and why to utilize different policies in the global market
• Establishing a framework for local management of policies

5:15 Conference Concludes

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