Individual liability podcast series: Episode 3

In the third episode, we speak to lawyers Audra Soloway and Dan Sinnreich from Paul, Weiss about shareholder derivative suits against directors and officers of non-US companies in US courts.

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A legitimate concern for directors and officers, individual liability is a topic of regular discussion with our directors and officers liability (D&O) insurance clients.

In this podcast series, we explore developing areas of individual liability with distinguished legal and underwriting experts.

Shareholder derivative suits against non-US companies in US courts

Companies incorporated and located within the United States (US) are familiar with shareholder derivative suits in which a shareholder seeks to stand in the shoes of the company to hold parties, typically the officers and directors, liable for alleged harm to the company. Historically, plaintiffs have not had much luck bringing derivative suits involving non-US companies in US courts. However, this trend has begun to change, with plaintiffs bringing these actions in the US court system against directors and officers of non-US companies.

In this episode we speak with lawyers Audra Soloway and Dan Sinnreich from Paul, Weiss, Rifkind, Wharton & Garrison LLP, about the phenomenon of shareholder derivative suits against directors and officers of non-US companies in US courts.

Key topics

  • Derivative lawsuits and how they work.
  • The limitations on when shareholders may sue on behalf of a company.
  • The historical reasons why shareholder derivative actions have not typically been filed in the US against non-US companies – and why this may be beginning to change – with reference to a particular case study.
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Related Episodes

To listen to the other individual liability podcast episodes, please follow the links below:

  • Episode 1 – Focus areas for 2021 and beyond
  • Episode 2 – An underwriter’s view
  • Episode 4 - Defences available to non-US companies sued derivatively in US courts

About our speakers

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Stephanie Pestorich Manson

Head of Management Liability

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Audra Soloway

Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP

A partner in Paul, Weiss' litigation department and co-chair of its securities litigation and enforcement group, Audra Soloway focuses her practice on securities litigation, corporate internal investigations, and enforcement proceedings and regulatory defence.

Audra has extensive experience representing companies and their officers and directors in shareholder class actions, derivative litigations, and individual actions, as well as arbitrations.

Audra also represents clients in investigations and enforcement proceedings brought by the Securities Exchange Commission and state securities regulators.

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Dan Sinnreich

Associate, Paul, Weiss, Rifkind, Wharton & Garrison LLP

Dan Sinnreich is an associate in Paul, Weiss' securities litigation and enforcement practice group.

Dan represents clients in a wide range of commercial and corporate matters, including securities class actions, mergers and acquisitions litigation, and complex contractual disputes. He also has experience representing individual and corporate clients in civil and criminal securities investigations by United States governmental agencies.

Dan has represented high-profile clients in finance, banking, information technology, and consumer goods, among other industries, in both federal and state trial and appellate courts.