Category Archives: Book Review

Book Review: The Global Directors and Officers Handbook by Granof & Nicholls

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214627_Def_LGlobal Reach, Global Need

In today’s ever expanding global marketplace, the need for executives to be aware of potential liability exposure is greater than ever. To assist in understanding that exposure, the Global Directors and Officer Handbook, published the ABA (get your copy here) and Edited by Perry Granof and Henry Nichols, will be a tremendous resource. This paperback handbook is truly a great overall global guide to Directors and Officers Liability. As the editors point out, the “book is intended to provide an overview of the directors and officers landscape within and outside the United States, with a particular emphasis on those jurisdiction where the majority of business interests are non-U.S. based.”

The book covers 28 countries, including the U.S. and Canada,  in five global regions and is authored by local specialists in every country. Interestingly, unlike in the US and the UK, most countries are statutory law jurisdictions and those differences can have dramatic impacts when trying to understand D&O issues in foreign lands. The editors make an attempt to maintain the framework for each country in each chapter making it easier to conduct comparisons. Each chapter covers the following topics:

  • Statutory and Regulatory Framework
  • Indemnification
  • Regulatory Proceedings
  • Shareholder Representative Actions
  • Insolvencies
  • Arbitration and Alternative Dispute Resolutions
  • Insurance Issues

Interestingly, since English was not the first language of many of the individual authors, certain cultural differences can be gleaned as well as influences those difference have on the substantive law approaches.

The breath of the international coverage, as well as the fact that it has a comprehensive US Chapter makes this book unique.  The work succeeds in its intent to be a reference guide and to give the reader a survey of the topic at issue with furhter references as needed.

For a further review, please see the D&O Diary by Kevin LaCroix.

The book is well laid out and easy to manage and will certainly come in handy when needing to address various key D&O issues on a global scale.

 

 

Getting More in Your Negotiations

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Negotiate to get more

Getting More by Stuart Diamond

I just read a fabulous new book by Stuart Diamond, negotiation expert and professor at The Wharton Business School, called:  Getting More.  If you want to get more out of your negotiations, get Getting More today!

Professor Diamond outlines, and then explains, 12 negotiation strategies.  His rationales are likely to make “hard” bargainers second-guess strategies that may (or may not) have worked for them in the past.  At a minimum, adding these strategies to your skill set will broaden your negotiation worldview.

To give you a flavor of Professor Diamond’s thinking, here are the strategies in summary form:

  1. Goals are paramount.
  2. It’s about them.
  3. Make emotional payments.
  4. Every situation is different.
  5. Incremental is best.
  6. Trade things you value unequally.
  7. Find their standards.
  8. Be transparent and constructive, not manipulative.
  9. Always communicate, state the obvious, frame the vision.
  10. Find the real problem and make it an opportunity.
  11. Embrace differences.
  12. Prepare—make a list and practice with it.

Diamond uses a simple comparison to recommend his strategies:  “It’s the difference between saying ‘I play football’ and ‘I play professional football.’”

If you want to negotiate like a pro, buy the book.  Read the book.  Improve your negotiated outcomes.  And, be sure to let me know how it worked for you!

Book Review: General Liability Insurance Coverage by Maniloff & Stempel

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Rather Play Games Then Read State By State Law on General Liability Insurance Coverage?

Let’s face it, there are no easy answers to that basic question every claims handler needs to ask: Is it covered? Nonetheless, it is a basic question that is sometimes fraught with trepidation.  As you all know, there is no one source of coverage law interpreting your standard CGL form. 50 states means 50 different view points.

How is one supposed to cope?

While hiring counsel may be the quick and dirty answer, it’s not always the best solution. Regardless, as the well informed claims professional you are (as all of our readers are),  you need to have a good understanding to know what the best solution is to address the problem. Not addressing a coverage issue can result in paying for claims that are not covered. Addressing a coverage issue improperly could result in a bad faith action and damage to your company’s reputation. Either way – knowledge is king.

So How Does One Keep Up?

Grab a copy of General Liability Insurance Coverage by Randy Maniloff and Jeffrey Stempel.  This is truly a book that should be at every claim handler’s side. Unlike other treatises on insurance coverage, this is a relatively manageable paper back in under 500 pages. There is no attempt to get at every issue in the ever changing world of coverage. As the authors state in the preface that “despite the relative uniformity of policies, states can differ widely in their interpretation and application of insurance policies.” Nonetheless, the authors provide a great overview needed to understand the issue at hand so one can make a decision to pursue a matter further.

Each chapter begins with an overviews of the subject followed by a state by state survey.  Even the physical book design is pleasing with flaps built into the cover and end page to use as a bookmark. Covering the key elements and issues in a CGL policy, the book is broken into the following 21 chapters:

  1. Commercial General Liability Insurance – an Overview
  2. Choice of Law for Coverage Disputes
  3. Late Notice Defense Under “Occurrence” Policies: Is Prejudice to the Insurer Required?
  4. Duty to Defend Standard: “Four Corners” or Extrinsic Evidence
  5. Insured’s Right to Independent Counsel
  6. Insurer’s Right to Reimbursement of Defense Costs
  7. Prevailing Insured’s Right to Recover Attorney’s Fees in Coverage Litigation
  8. Number of Occurrences
  9. Coverage for Innocent Co-Insured: “Any” Insured vs. “The” Insured and the Severability of Interests Clause
  10. Is Emotional Injury “Bodily Injury”
  11. Is Faulty Workmanship an “Occurrence”
  12. Permissible Scope of Indemnification in Construction Contracts
  13. Qualified Pollution Exclusion
  14. “Absolute” Pollution Exclusion
  15. Trigger of Coverage for Latent Injury and Damage Claims
  16. Trigger of Coverage for Construction Defects and Non-Latent Injury and Damage Claims
  17. Allocation of Latent Injury Damage Claims
  18. Invasion of Privacy: Guidance from “Junk Fax” Claims
  19. Insurability of Punitive Damages
  20. First- and Third- Party Bad Faith Standards
  21. The “Reasonable Expectations” Approach to Insurance Policy Interpretation

The book is organized well, making it easy to find answers to issues in the state you are concerned about. Want to know how to address the absolute pollution exclusion in Alabama? Go to page 29 where you will learn that the Supreme Court of Alabama did not preclude coverage because a “reasonably prudent insured might have concluded  in 1991 that the presences of lead paint flakes…would not qualify as a discharge, dispersal, release or escape of a pollutant.”

Very simply laid out, and written with a claims person in mind, the book explains complex coverage issues plainly. For example, they begin Chapter 4 on the Duty to Defend Standard by saying “If coverage issues were stocks, the duty to defend would be Blue Chip. Just as investors purchase such stocks in hopes of steady and consistent returns, the rules concerning an insurer’s duty to defend have long been unwavering.”  Really a great way to advise of the foundational importance of this issue.

So Don’t Be Left In A Coverage Black Hole And Pick Up A Copy.