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Appraisal Rights Litigation Blog

Insurance and Appraisal

Posted in Appraisal Conditions, No Proof of Wrongdoing Needed

In a recent article on PolicyHolder Pulse attorneys from Pillsbury explore whether Directors and Officers (“D&O”) insurance covers, or could be considered to cover, Delaware appraisal claims.  Critical to this analysis is whether an appraisal case raises issues of “Wrongful Acts” by the Board – including, for example, collusive behavior, or other process defects.  The Pillsbury authors note that appraisal claims are often (though not always) coupled with breach of fiduciary duty claims (something that occurred in Dole), which involve claims of wrongdoing.  Of course no proof of wrongdoing, or even of defective process, is necessary for a successful appraisal action.  They also suggest Securities Claim coverage may be available, depending on the terms of the specific policy.  D&O Diary, after discussing the arguments made, summarizes the article as finding that there “may be substantial grounds” for arguments in favor of coverage.