Key Issues Facing Boards of Directors:New SEC Enforcement Initiatives & Corporate Governance
Risks in the U.S. & Latin America
May 14, 2013Intercontinental Miami
Miami, FL
Including speakers from:
Table of Contents
1. “Key Issues Facing Boards of Directors: New SEC Enforcements Initiatives and
Corporate Governance Risks” PowerPoint Presentation
2. Speaker Biographies & Contact Information
a. Alvin Davis, Squire Sanders (US) LLP
b. Glenn Gordon, US Securities and Exchange Commission
c. Joseph Weinstein, Squire Sanders (US) LLP
d. Mona Clayton, PricewaterhouseCoopers
e. Jane DiGioia, Monitor Liability Managers
Key Issues Facing Boards of Directors:New SEC Enforcement Initiatives andCorporate Governance Risks in the U.S.and Latin America
May 14, 2013
2
Glenn S. GordonSEC’s Miami Regional Office
Associate Regional Director
Joseph C. WeinsteinSquire Sanders (US) LLP
Leader, Securities & ShareholderLitigation Practice
Mona M. ClaytonPricewaterhouseCoopers (PwC)
Partner, Leader, Forensic Servicespractice in Latin America
Jane R. DiGioiaMonitor Liability Managers(a WR Berkely company)
Senior Claims Attorney
Introduction
Alvin B. DavisSquire Sanders (US) LLP
Litigation Partner, Trial Lawyer
3
Agenda
• Introduction – Alvin Davis, Squire Sanders (US) LLP
• Presentations and Discussions
Glenn Gordon, US Securities and Exchange Commission
Joseph Weinstein, Squire Sanders (US) LLP
Mona Clayton, PricewaterhouseCoopers (PwC)
Jane DiGioia, Monitor Liability Managers | A Berkley Company
Additional Questions and Answers
• Conclusion
4
Alvin B. Davis
• Alvin B. Davis focuses on complex litigation, arbitration andinternational dispute resolution - securities class actions,regulatory proceedings and a host of sophisticated contractualdisputes.
• Alvin’s clients include major national and internationalcompanies including utilities, manufacturers, insurers, law firms,airlines and non-US governments and agencies.
• Alvin litigates regularly at the trial and appellate levels on behalfof clients, and he also is frequently engaged as a privatearbitrator or mediator in a wide range of commercial disputes.
• Recognitions: Florida Super Lawyers, The Legal 500 USand Benchmark: Litigation. The Best Lawyers in America,Chambers USA, Florida Trend magazine, South Florida LegalGuide
U.S. Securities & ExchangeCommission’s Perspective
May 14, 2013
Glenn S. GordonSEC’s Miami Regional OfficeT +1 305 982 [email protected]
6
Glenn S. Gordon
• Glenn S. Gordon has led the enforcement program for the MiamiRegional Office of the Securities and Exchange Commissionsince May 2001.
Overseen a number of high-profile investigations and enforcement
actions in all of the Commission’s major program areas.
Headed the office’s examination program for several years
simultaneous with his enforcement responsibilities.
• Glenn received the SEC’s Irving M. Pollack Award, one of theCommission’s highest awards for public service, in 2011.
• He also received the SEC’s Capital Markets Award, whichrecognizes work that helps preserve the integrity of the country’scapital markets.
• Mr. Gordon joined the SEC after serving as a judicial law clerk inthe United States Court of Appeals for the Eleventh Circuit andpracticing as a litigation attorney in New York City.
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Presentation
• Brief description of the SEC’s Miami Regional Office and itsRecent Significant Cases
• Financial Crisis Cases Winding Down – Likely New Areas ofSEC Enforcement Focus
• Foreign Corrupt Practices Act – Special Relevance toConducting Business in Latin America/Miami Regional OfficeFCPA Cases Arising Out of Latin America
• Holding Individuals Accountable – Importance to the SEC andRelevance to Corporate Officers and Directors
• The SEC Whistleblower Program and Results to Date
• Value of Cooperation and Self-Reporting/Lessons from theSEC’s Recent Non-Prosecution Agreement with Ralph LaurenCorporation for FCPA Violations
Responding To An SECInvestigation
May 14, 2013
Joseph C. WeinsteinSquire Sanders (US) LLPT +1 216 479 [email protected]
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Joseph C. Weinstein
• Joseph C. Weinstein heads Squire Sanders Securities &Shareholder Litigation Practice.
• Joe has more than 25 years of experience handling high-stakes,complex disputes in courts and arbitrations nationwide, includingsecurities fraud, shareholder derivative, directors’ and officers’liability, antitrust/unfair competition lawsuits and class actions.
• Joe also represents and advises clients on corporate compliancematters, conducts related internal investigations and representsclients in governmental investigations.
• Prior to joining Squire Sanders, Joe served as general counselof a diversified Fortune 500 transportation holding company,where he was responsible for all aspects of its and itssubsidiaries’ legal affairs.
• Recognitions: The Best Lawyers in America, The Legal 500 US,and Ohio Super Lawyers.
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Laws Enforced By SEC
Securities Act of 1933
Sarbanes-Oxley Act of 2002
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
Foreign Corrupt Practices Act
Rule 10bRegulation FD
Securities Exchange Act of 1934
Trust Indenture Act of 1939
Investment Advisers Act of 1940
Jumpstart Our Business Startups Act of 2012
Rules and Regulations
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SEC Investigations
• Public companies big and small
• Investment advisers
• Broker dealers
• Municipalities
• Individuals
Likely Targets
12
SEC Investigations
SEC Budget FY 2013
~ $1,500,000,000.00
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SEC Investigations
Corporate Consequences
Individual Consequences
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SEC Investigations
• Code of Corporate Conduct
• Business Ethics Policy
• FCPA Policy
• Insider Trading Policy
Be Prepared: The Value of a RobustCompliance Program
15
SEC Investigations
Company-Discovered
Internal Investigations
Potential Wrongdoing
16
SEC Investigations
Internal Tensionand Conflicts: Dealing WithDisparate Interests
17
SEC Investigations
Self Reporting:
Should you or shouldn’t you?
18
SEC Investigations
• What triggers an SEC investigation?
• Value of cooperation
When the SEC calls:
19
SEC Investigations
It’s not over until it’s over, and even then…
intended and unintended consequences
• Settlements with SEC
• Parallel Proceedings
• Private securities lawsuits
• Shareholder suits
Accounting Perspective
May 14, 2013
Mona M. ClaytonPricewaterhouseCoopers (PwC)T +1 (305) [email protected]
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Mona M. Clayton
• CFE, CPA, CFF
• Mona Clayton leads PwC’s Forensic Services practice in LatinAmerica.
• Mona has worked with trial lawyers and prosecutors on both civilas well as criminal matters.
• Her experience includes forensic accounting, fraudinvestigations, FCPA assessments and FCPA due diligence,breach of contract, compliance plan development, as well asother litigation matters.
• She has extensive experience leading investigations in foreignlocations, particularly in Latin America and Asia, including:
Mexico Venezuela Argentina Colombia Brazil Trinidad
Ecuador India China Indonesia
22
SEC & DOJ Enforcement Trends
• 734 enforcement actions in 2012; second highest number in asingle year (compared to 735 filed in 2011)
• Eight of 23 cases with SEC involvement in 2012 contained accounting-
related allegations, e.g. treatment of vendor rebates/volume discounts,
FCPA violations, inventory irregularities and internal control allegations
• Recent federal court decisions may favour defendants or to the detriment
of the investor and may have impacted the plaintiffs bar
• Other avenues now include Whistleblower claims as avenues for
retribution which may attract more plaintiff attorneys
• SEC’s Annual report for the fiscal year ending November 2012, identified
3,000 whistleblower reports were received in the fiscal year
• Cases involving foreign filers decrease to 19% of all cases; 32 filings in
2012 compared to 61 filings or 32% in 2011
Source: 2012 Securities Litigation Study - PwC
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Accounting Cases
• Cases alleging accounting fraud decreased from 74 in 2011 to 51 in 2012
• Health, energy and financial service sectors saw the highest number ofaccounting related cases
• Financial services case brought in 2012 included elements consistent withthose seen during the financial crisis, e.g. valuation and reporting ofliabilities, revenue recognition, disclosures relating to fund valuation, etc.
• Potential emerging trend involving disclosure related cases involvingaccounting cases
• Centered on comparing past statements to subsequent performance
• Percentage of accounting cases citing specific issues in 2012:
Internal controls 61%
Revenue Recognition 25%
Estimates 25%
Overstatement of assets 22%
Understatement of liabilities and expenses 18%
Other 10%
Purchase accounting 8%
Source: 2012 Securities Litigation Study - PwC
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Accounting Settlements 2012
• Accounting-related settlements increased in 2012 for the firsttime in five years, however the total value of settlementsdecreased
• Total value of settlements in 2012 fell 58% to $1.0 billioncompared to $2.4 billion in 2011
• Represents the lowest annual total settlement since 1998
• Average accounting related settlement in 2012 was $32 million,a decrease of 56% from $73 million in 2011
Source: 2012 Securities Litigation Study - PwC
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Corporate Executives
• Potential increased scrutiny of 10b5-1 plans and corporateexecutives trading in their own securities
• Increased regulator interest may spark “piggyback” securitieslitigation filed by the plaintiffs’ bar
• Percentage of US federal securities class actions namingparticular officers or committees in 2012:
• CEO/94%; CFO/70%; Chairman 61%; Director 67%; AuditCommittee/10%
Source: 2012 Securities Litigation Study - PwC
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SEC/FCPA Actions – Insufficient Controls(January 2009-December 2012)
• Types of Internal Control gaps referenced in terms ofpercentages:
Account Classification/Transparent Descriptions:100%
Management Oversight and/or Override: 96%
Third Party Due Diligence: 81%
Adequate Supporting Documentation: 69%
Cash Management: 67%
Source: FCPA Internal Controls Amid Increased Expectations, April 11th 2013 - PwC
27
FCPA Guidance/Resources
• Potential resources for FCPA best practices include:
UK’s SFO website, “Corruption Indicators”
FCPA Resource Guide, “The FCPA: Accounting Provisions”
ABA, “Red Flags for FCPA Record Keeping & Accounting Violations”
DOJ Opinion Procedure Release 04-02/ Elements of a Rigorous Anti-
Corruption Compliance Code
US Sentencing Guideline (Section 8B2.1) November 2010; Elements
of an Effective Compliance and Ethics Program
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FCPA/Anti-Bribery Latam
• Other countries are passing anti-bribery legislation, so it is notjust an FCPA landscape
• Companies can be running behind on their compliance programsif they are designing their program to be just FCPA
• Third parties continue to be a risk area for regulatorenforcement. Third party management and due diligenceprocesses are not optional – they are expected.
• Many companies are still lacking maturity with rolling outcompliance programs with international expansion – during pre-acquisition and also post-acquisition implementation.
© 2013 PricewaterhouseCoopers LLP, a Delaware limited liability partnership. All rights reserved. PwC refers to the US member firm, and may sometimesrefer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details. This content is for generalinformation purposes only, and should not be used as a substitute for consultation with professional advisors.
Directors & Officers LiabilityInsurance Perspective
May 14, 2013
Jane R. DiGioia, Esq.Monitor Liability ManagersT +1 847 806 6590, ext. [email protected]
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Jane R. DiGioia Bio
• Jane R. DiGioia is a Senior Claims Attorney with Monitor LiabilityManagers | A Berkley Company.
• After law school, she spent five years with Lord, Bissell & Brookwhere her practice involved representing and counselinginsurers in connection with D&O, environmental and otherinsurance policies, and defending litigation against a publicutilities company.
• Jane also spent eight years with a boutique insurance defensefirm, where she defended and tried cases involving insurancecoverage, personal injury and professional liability.
• She has been with Monitor (an underwriting manager) since2002 and currently handles claims involving D&O coverage forpublic and private companies.
• She has also handled claims under Employment PracticesLiability policies, Lawyers Professional Liability policies, andD&O policies issued to non-profit organizations.
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Claims Made Policy:
Claim or Potential Claim?
32
The Policy Defines Claim as:
• A writing
• Monetary or non-monetary relief
33
Examples
• Lawsuit
• Letter
• Memo
• Criminal indictment
• SEC investigation
34
Claim =
• Anything in writing
• Monetary or non-monetary relief
A Claim!
35
The Insuring Agreement
• Claim . . . first made
• Policy Period
• Insured
• Wrongful Act
• Loss
• Notice
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The Insuring Agreement
• First made
When is a claim considered first made?
37
Claim is First Made Upon:
• Receipt of letter
• Receipt of lawsuit
• Receipt of SEC subpoena
• Grand jury subpoenas?
38
Claims Made Policy
• It is the Claim that triggers coverage, not the event.
39
The Insuring Agreement
• Who is an insured?
40
Who is an Insured?
• Directors
• Officers
• Employees (sometimes)
• Spouses anddomestic partners
41
Insureds
• Past
• Present
• Future
42
Who is an Insured?
• The Company
for Securities Claims ONLY
43
The Insuring Agreement
• Wrongful Act
44
Wrongful Act
• Capacity or
• “by reason of their status as Insured Persons”
45
Damages
• Some things are not considered damages
Taxes
Civil or criminal fines
Penalties
Uninsurable by law
46
The Insuring Agreement
• Notice
47
Notice
• During the Policy Period or
• Within a certain period of time thereafter
48
Notice
• If notice is not timely,what happens?
• Doesn’t insurer have toshow prejudice?
49
SEC Investigations
• Informal – letter
• Formal – order; subpoena
• Who is covered?
50
Exclusions
• The D&O Policy was not intended to cover:
51
Exclusions
• When the Company sues a D&O; or
• When someone sues a D&O“on behalf of” or “in the right of” the Company
52
Exclusions
• As a D&O of a different entity or company
• Situations do occur when Claims allegeD&O acted in more than one capacity.
What happens then?
53
Exclusions
• The usual suspects:
Fraud
Personal Profit
• But, a defense is provided until…
54
Exclusions
• Physical damage to property
• Bodily injury
• These are usually covered under other policies, e.g.: CGL,business policy, auto, worker’s comp.
55
How might coverage be expanded?
56
Checklist
• Claim is more than a lawsuit
• Timely notice
• Consider giving notice of a potential claim
• Exclusions are usually covered by another policy
57
Questions?
58
Continuing Education
Please remember to fill out and hand in:
• Program Evaluation sheet• Affidavit of Attendance sheet
These materials can be found under the Continuing Education tabof your booklets.
You must return both of these forms to the registration table in
order to be eligible to receive CLE or CPE credit.
Alvin B. Davis
Partner, MiamiSquire Sanders (US) LLP+1 305 577 [email protected]
Practice Focus
Litigation Appellate & US Supreme
Court
Securities & ShareholderLitigation
Commercial Litigation
Financial Services Litigation Products Liability Litigation
Alvin B. Davis’ legal practice focuses on complex litigation, arbitration andinternational dispute resolution in the areas of products liability, securitiesclass actions, environmental claims, regulatory proceedings and a host ofsophisticated contractual disputes. He litigates regularly at the trial andappellate levels on behalf of major national and international companiesincluding utilities, manufacturers, insurers, law firms, airlines and non-USgovernments and agencies. Alvin also is frequently engaged as a privatearbitrator or mediator in a wide range of commercial disputes.
In 2011 and 2012, Alvin was selected for inclusion in Florida Super Lawyers,published by Thomson Reuters, based on 12 indicators of peer recognitionand professional achievement, and as one of the top 100 lawyers in Miami.In 2009 he was also listed in The Legal 500 US and Benchmark: Litigation.Alvin has been listed in The Best Lawyers in America since 1991 and hasappeared in Chambers USA each year since 2004. In addition, he has beenrecognized among Florida’s Legal Elite by Florida Trend magazine eachyear since 2004 and listed among the top lawyers in Florida by the SouthFlorida Legal Guide each year since 2005.
Alvin previously served as the managing partner of Steel Hector & Davis andwas managing partner of Squire Sanders’ Miami office from 2005 to 2010,following the combination of Steel Hector and Squire Sanders in 2005.
Alvin lectures regularly to The Florida Bar through both the American LawInstitute of the American Bar Association and Lorman Education Services.He is a member of the Dade County Bar Association, Bar Association of theDistrict of Columbia and American Bar Association.
REPRESENTATIVE EXPERIENCE
Serving as lead Florida counsel in multistate Clean Air Act litigationagainst the Environmental Protection Agency in the United States CircuitCourt for the District of Columbia, relating to an amendment on pollutionlimitations.
Serving as lead trial and appellate counsel in the representation of aDominican Republic-based manufacturer to recover funds taken infraudulent currency exchange transactions.
Serving as co-lead counsel in an arbitration proceeding involvingownership interests in geothermal generation facilities and defects in therelated generation equipment for the government of El Salvador.
Serving as lead trial and appellate counsel in a dispute over thecalculation of millions of dollars of annual franchise fees to be paid by autility to a county government.
Serving as national lead trial counsel in defense of a medical productsmanufacturer regarding an implantable medical device.
Education
Yale University, LL.B.,1967 Syracuse University, A.B.,
1964
Admissions
Florida
District of Columbia New York
Serving as lead counsel for a major Florida utility company before theFlorida Supreme Court in a dispute involving attempts by the FloridaPublic Service Commission to deregulate the wholesale power market.
Defending successfully a major paint product manufacturer in a seven-week federal trial for the breach of a distributorship agreement.
Serving as lead counsel for one of the country’s largest dailynewspapers in successful enforcement of Florida’s Public Records Actagainst the construction manager of a massive airport renovationproject.
Serving as lead counsel for airline insurers in successful defense ofpollution claims at Miami International Airport.
Serving as lead committee counsel to an independent directorscommittee in shareholder derivative securities claims.
Serving as regional lead trial counsel in a series of complex medicalproduct liability lawsuits at trial and appellate levels.
Serving as lead counsel for a major US-based airline in a US$4.6 billiondispute over redevelopment of Miami International Airport.
Serving as lead counsel for a major Florida utility company in a series ofelectronic and magnetic field (EMF) cases alleging that the utility’spower lines caused cancer.
Serving as lead counsel at trial and appellate levels in a Florida county’seffort to impose a privilege fee on utility facilities declaredunconstitutional.
Defending successfully a large bank against claims of misappropriationof intellectual property and theft of trade secrets in a federal court jurytrial.
Defending successfully a New York bank renovating a Miamicommercial property it had foreclosed upon against claims ofconstructive eviction and breach of covenants.
Serving as lead counsel for clients including an international vehiclerental company and a major Florida utility in several significant antitrustcases dealing with a wide range of federal and state antitrust and unfairtrade practice issues.
Regularly arguing federal and appellate court appeals including appealsfrom bankruptcy rulings.
Serving as lead appellate counsel in a series of appeals pertaining totobacco litigation.
Serving as lead trial counsel and appellate counsel in complex lenderliability and financial institution cases. Serving as lead trial counsel indefense of claims against liability pertaining to allegations of childhoodcancer.
Acting as a private mediator instrumental in designing and structuringseveral successful settlements of large class action securities cases infederal court and coordinating the settlement effort.
Glenn S. GordonAssociate Regional Director (Enforcement)U.S. Securities and Exchange Commission, Miami Regional OfficeT +1 305 982 [email protected]
Glenn S. Gordon has led the enforcement program for the Miami Regional Office of theSecurities and Exchange Commission since May 2001. During his tenure at the SEC,Mr. Gordon has overseen a number of high-profile investigations and enforcementactions in all of the Commission’s major program areas. In addition, Mr. Gordon alsoheaded the office’s examination program for several years simultaneous with hisenforcement responsibilities.
Mr. Gordon received the SEC’s Irving M. Pollack Award, one of the Commission’shighest awards for public service, in 2011. Mr. Gordon had previously received theSEC’s Capital Markets Award, which recognizes work that helps preserve the integrityof the country’s capital markets.
Mr. Gordon joined the SEC after serving as a judicial law clerk in the United StatesCourt of Appeals for the Eleventh Circuit and practicing as a litigation attorney in NewYork City. He is a cum laude graduate of Cornell Law School and received B.A. andB.S. degrees from the College of Arts and Sciences and the Wharton School of theUniversity of Pennsylvania.
Joseph C. Weinstein
Partner, ClevelandSquire Sanders (US) LLPT +1 216 479 [email protected]
Practice Focus
Litigation Securities & Shareholder
Litigation
Anticorruption Compliance &Foreign Corrupt Practices Act
Commercial Litigation
Class Action & MultidistrictLitigation
Financial Services Litigation
Products Liability Litigation
Joseph C. Weinstein leads Squire Sanders Securities & ShareholdersLitigation Practice. Joe has more than 25 years of experience handlinghigh-stakes, complex disputes in courts and arbitrations nationwide. Hisextensive experience covers a wide range of subjects including complexbusiness transactions, contract disputes, securities fraud, shareholderderivative, directors’ and officers’ liability, antitrust/unfair competition,product liability and consumer fraud. He regularly serves as lead counsel inclass actions and in multidistrict litigation.
Joe also represents and advises clients on corporate compliance matters,conducts related internal investigations and represents clients ingovernmental investigations.
Prior to joining the firm, Joe served as general counsel of a diversifiedFortune 500 transportation holding company, where he was responsible forall aspects of its and its subsidiaries’ legal affairs. Using this businessbackground, Joe’s approach is to find practical, effective solutions to clients’legal problems.
Joe is a member of the American Bar Association’s Antitrust Law, Tort Trial,and Litigation Sections, as well as various state and local bar associations.
Joe has been honored as an Ohio Super Lawyer by Thomson Reuters eachyear since its inception. He has been listed in The Best Lawyers in Americasince 2010 and is also listed in The Legal 500 US for his product liabilityexpertise.
REPRESENTATIVE EXPERIENCE
Successfully defending corporations and their officers in securities fraud,shareholder derivative and related ERISA litigation.
Serving as national coordinating counsel defending a Fortune Global500 corporation in hundreds of product liability suits and class actionsnationwide.
Successfully defending national consumer fraud and product liabilityclass actions.
Education
Case Western Reserve
University, J.D., Order of theCoif, 1983
Case Western Reserve
University, B.A., Phi BetaKappa, 1980
Admissions Ohio
United States Supreme Court
United States Courts ofAppeals for the Third, Fourth,
Fifth, Sixth and Seventh
Circuits United States District Courts,
Northern and Southern
Districts of Ohio, District ofColorado and Southern District
of Texas
Mona M. ClaytonCFE, CPA, CFFPricewaterhouseCoopers (PwC)T +55 (11) [email protected]
Mona Clayton is a Partner in the Forensic Services practice forPricewaterhouseCoopers currently on an international assignment in Sao Paulo (April2009). She is responsible to lead and grow the Forensic Services practice in LatinAmerica. Ms. Clayton has worked with trial lawyers and prosecutors on both civil aswell as criminal matters. Ms. Clayton's experience includes forensic accounting, fraudinvestigations, FCPA assessments and FCPA due diligence, breach of contract,compliance plan development, as well as other litigation matters.
Ms. Clayton has extensive experience leading investigations in foreign locations,particularly in Latin America. Her experience with investigations in Latin Americabegan in 1997. She has conducted several FCPA/anti-corruption assignments andFCPA due diligence matters in the region. These investigations have been in localessuch as: Mexico, Venezuela, Argentina, Colombia, Brazil, Trinidad, Ecuador, as wellas India, China, Indonesia, and other parts of Asia.
Ms. Clayton has developed and prepared instructional material and has conductedseminars and presented internationally on topics including FCPA, financial statementfraud and analysis, and fraud investigations. She is an instructor at national trainingcourses for the firm and taught a graduate level fraud/forensic accounting course atDePaul University in Chicago for several years before her international assignment.
Prior to joining the Forensic Services practice, Ms. Clayton worked inPricewaterhouseCoopers’ audit practice performing audits primarily for non-profit andmanufacturing clients. She has over ten years of work experience in variousaccounting positions including that of corporate controller. Her broad businessbackground combines with her education and experience to position her well to assistclients involved in complex international matters.
Ms. Clayton graduated cum laude with majors in accounting and businessmanagement from the University of Indianapolis where she was selected as one of itsDistinguished Alumni. She is a Certified Public Accountant, Certified Fraud Examiner,and a member of the American Institute of Certified Public Accountants as well as theAssociation of Certified Fraud Examiners. She had served as chair of the LitigationServices Committee for the Indiana CPA Society and served on the ProfessionalStandards and Practices Committee for the Association of Certified Fraud Examinersand she is also co-author of the book A Guide to Forensic Accounting Investigationpublished by John Wiley & Sons. She is on the Board and Treasurer of Hagar USA, anon-profit development agency working with women and children victims of violence,abuse and human trafficking. In 2008, Ms. Clayton was honored by Crain's ChicagoBusiness as one of Chicago's Women to Watch.
Jane R. DiGioiaSenior Claims AttorneyMonitor Liability ManagersT +1 847 806 6590, ext. [email protected]
Jane R. DiGioia is a Senior Claims Attorney with Monitor Liability Managers | ABerkley Company. She received her B.B.A. in Finance, cum laude, from LoyolaUniversity of Chicago in 1986, and in 1987 received her law degree with high honorsfrom IIT/Chicago-Kent College of Law.
After law school, she spent five years with Lord, Bissell & Brook where her practiceinvolved representing and counseling insurers in connection with D&O,environmental and other insurance policies, and defending litigation against a publicutilities company.
She also spent eight years with a boutique insurance defense firm, where shedefended and tried cases involving insurance coverage, personal injury andprofessional liability.
She has been with Monitor (an underwriting manager) since 2002 and currentlyhandles claims involving D&O coverage for public and private companies. While atMonitor, she has also handled claims under Employment Practices Liability policies,Lawyers Professional Liability policies, and D&O policies issued to non-profitorganizations.
She is a frequent speaker to trade and professional associations, includingProfessional Liability Underwriting Society (PLUS) and Defense Research Institute(DRI).
Key Issues Facing Boards of Directors: New SEC Enforcement InitiativesTable of ContentsProgram PowerPoint PresentationSpeaker Biographies & Contact Information
