Ensuring Corporate Misconduct: How Liability Insurance Undermines Shareholder Litigation

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University of Chicago Press, 2010 - Business & Economics - 285 pages

Shareholder litigation and class action suits play a key role in protecting investors and regulating big businesses. But Directors and Officers liability insurance shields corporations and their managers from the financial consequences of many illegal acts, as evidenced by the recent Enron scandal and many of last year’s corporate financial meltdowns. Ensuring Corporate Misconduct demonstrates for the first time how corporations use insurance to avoid responsibility for corporate misconduct, dangerously undermining the impact of securities laws.

As Tom Baker and Sean J. Griffith demonstrate, this need not be the case. Opening up the formerly closed world of corporate insurance, the authors interviewed people from every part of the industry in order to show the different instances where insurance companies could step in and play a constructive role in strengthening corporate governance—yet currently do not. Ensuring Corporate Misconduct concludes with a set of readily implementable reforms that could significantly rehabilitate the system.

 

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Contents

Chapter 1 Introduction
1
Chapter 2 Shareholder Litigation
21
Chapter 3 An Introduction to Directors and Officers Liability Insurance
42
Chapter 4 The Puzzle of EntityLevel DO Coverage
57
Chapter 5 Pricing and Deterrence
77
Chapter 6 Insurance Monitoring and LossPrevention Programs
105
Chapter 7 The DO Insurer at Defense and Settlement
128
Chapter 8 What Matters in Settlement?
152
Chapter 9 Coverage Defenses and Disputes
177
Improving Deterrence
200
Notes
235
References
267
Index
277
Copyright

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About the author (2010)

Tom Baker is professor of law at the University of Pennsylvania and the author of several books, including The Medical Malpractice Myth, also published by the University of Chicago Press. Sean J. Griffith is the T. J. Maloney Professor of Business Law at Fordham University.

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