Directors' Liability and Indemnification
A Global Guide, Fourth Edition
New features of this edition include greater scrutiny of criminal vs regulatory liability, forecasting of particular trends, and the insurability of fines and penalties in the jurisdictions covered, as well as new chapters on Jersey and Guernsey (Offshore), Sweden (Nordics) and Saudi Arabia.
Amid all this directors are subject to more legal scrutiny than ever. In the six years since the last edition was published, companies’ laws and financial regulations have been updated, and there is more diligent and better resourced enforcement of bribery and corruption laws. Shareholders around the world enjoy more extensive rights to hold directors to account than ever before, and directors are less likely to be forgiven for ignoring their responsibilities. They are looking ever more closely at the protection available to them, through both indemnification and directors' and officers' (D&O) insurance, the latter having recently been through the “hardest” market for decades, with reductions in the amount of cover available and significantly increased premiums, partly as a result of the increase in volume and severity of directors’ claims.
Nonetheless, the exposures that directors face and the extent to which indemnification and insurance may provide protection around the world are still very nuanced; there can be no “one size fits all” approach. The fourth edition of this title features fully updated contributions from leading legal experts around the world on what directors need to be concerned about in 2022 and beyond, together with the protections available. Each chapter follows a set structure (updated for this edition) which includes commentary on the risks of civil, criminal and regulatory claims against directors, and addresses the availability of indemnification and D&O insurance. New features of this edition include greater scrutiny of criminal vs regulatory liability, forecasting of particular trends, and the insurability of fines and penalties in the jurisdictions covered. The fourth edition also includes new chapters on Jersey and Guernsey (Offshore), Sweden (Nordics) and Saudi Arabia.
This title will be an essential reference guide for directors, officers, in-house counsel and private practice lawyers advising them. It will provide a starting point for their assessment of today’s legal exposures and assist with the management of their business risks.
Table of Contents
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One key resource available to try and answer these questions has now been updated. The fourth edition of "Directors' Liability and Indemnification: A Global Guide" has now been released. This volume, edited by my good friend Edward Smerdon of Coverage Matters LLC, provides a useful and helpful country-specific overview of these issues.
Kevin M LaCroix
I personally wish I had this book 20 plus years ago! But I am glad I have access to one now. When reviewing complex risk scenarios, with growing regulatory and cross border claims and investigations, this book is a great resource for reminding us of the various laws, criminal and civil, which directors may find themselves at the behest of and if their companies are permitted to indemnify them. As an underwriter this is a valuable part of our thought process when assessing risk.
Head of Specialties, Commercial Insurance UK, Zurich Insurance Plc
Partner, BSA Ahmed Bin Hezeem & Associates
Nadim Bardawil is a partner in BSA’s corporate team, based in the Dubai office. He leads the fintech and TMT practice groups as part of the firm’s broader technology practice. His work has included joint ventures, restructurings and major M&A deals. He advises on complex technologyrelated agreements, e-commerce matters and fintech ventures.
Nadim is involved with several early-stage start-ups and regularly contributes to public forums related to fintech, including the Dubai International Financial Centre (DIFC) FinTech Hive.
Some of Nadim’s most recent matters include advising Delivery Hero on the creation of an in-application wallet by users and operators of the Talabat platform; and assisting SH Capital, a business-to-business fintech start-up, with obtaining its regulatory licence in the DIFC.
Senior counsel, Wardyński & Partners
Michał Barłowski is an attorney at law in Poland with degrees from the London School of Economics (BSc Econ) and the University of Warsaw (MA in law and administration). He has over 25 years of experience in advising clients on insolvency and restructuring, transactions, M&A and general contract law. He represented a client before the Court of Justice of the European Union in a ground-breaking case (C-116/2011); served as a member of a group of experts for the European Commission on drafting the recast Insolvency Regulation (2015/848) and the Restructuring Directive (2019/1023); and in 2021 worked on another insolvency instrument in further process. Michał has held or holds various executive and non-executive posts in international and local organisations, and often acts as speaker or moderator at their events. He also has managerial experience as a supervisory board member of Polish private and public companies and as the past senior partner of Wardyński & Partners, and has co-managed a law firm and run a private practice.
Partner, Bowers Law
Mark Bedford is a commercial dispute resolution partner at Bowers Law in Hong Kong. His practice focuses on domestic and international litigation and arbitration.
Mark advises clients on a broad range of matters, mainly concerning debt recovery, sale of goods, employment, construction and engineering, trusts and shareholder disputes. He has considerable experience in international arbitration and regularly advises on disputes conducted under various arbitration rules (eg, ICC, HKIAC, UNCITRAL).
Partner, Wilson Elser
Kimberly Blair is a partner in Wilson Elser’s Chicago office and focuses her litigation practice on professional liability, in addition to directors’ and officers’ liability, insurance coverage and badfaith matters. Kim is a co-chair of the lawyers’ liability practice.
Carrier clients rely on Kim’s vast experience rendering coverage opinions on all types of professional liability insurance policies, as well as her resolute defence of wrongful denial claims and prosecution of declaratory judgment actions. Kim frequently addresses in-house claims professionals and insureds on topics such as coverage, liability and damages.
Kim has tried cases in Illinois and has appellate experience throughout the United States, including a number of published appellate decisions on coverage matters. She is an active member of the Professional Liability Underwriters Association.
Senior associate, CMS Cameron McKenna Nabarro Olswang LLP
Sarah Brook is a senior associate in the financial services team of CMS in London. Her practice focuses on providing regulatory contentious and advisory support to insurance sector clients. Sarah routinely assists with a range of regulatory and commercial issues, including perimeter queries; governance and conduct of business requirements; distribution models; and product development. In recent years she has developed a specialism in advising both UK and European clients on the various issues faced by the market as a result of Brexit.
On the contentious side, Sarah regularly assists clients in their relations with the regulators, with a view to mitigating regulatory intervention. This includes advising on supervisory reviews, regulatory enforcement actions, regulatory notifications, internal investigations and remediation exercises.
Partner, Stephenson Harwood
Michelle Chung is a corporate partner in Stephenson Harwood’s Hong Kong office, specialising in corporate finance, corporate restructuring and regulatory compliance. Her expertise in the realm of capital markets includes initial public offerings (IPOs), spin-offs, secondary listings, transfer of listings, issuance of debt securities as well as privatisation and delisting. In terms of compliance, Michelle has extensive experience in advising public and private companies, shareholders and financial institutions on legal and regulatory compliance and corporate governance. She also specialises in M&A transactions, including public takeovers, private equity investment, corporate restructuring and joint ventures. She is currently a company secretary of a Hong Kong Main Board listed company.
Partner, Basham, Ringe y Correa, SC
Jesús Colunga has a law degree (cum laude) from Instituto Tecnológico Autónomo de México (2005) and completed a specialised programme (2008) on commercial contracts at Barra Mexicana, Colegio de Abogados, Mexico City. He completed his LLM at the University of Chicago Law School (2009), with a focus on corporate law, international transactions, M&A and secured transactions. His practice areas are corporate, M&A, real estate and hospitality. His academic experience includes being assistant professor of constitutional law at Universidad Iberoamericana and director of thesis and academic student publications at Universidad Anáhuac and Instituto Tecnológico Autónomo de Mexico. From a professional standpoint, he also has ample experience in corporate and M&A, including the planning and implementation of local and international corporate transactions.
He has experience in complex M&A transactions, shareholders’ agreements, joint ventures, cross-border corporate and investment deals, secured transactions, reorganisations, real estate transactions, investments and due diligence investigations. He also has solid experience in local and cross-border hospitality structures and transactions, including management and franchise agreements.
Simon Davies specialises in contentious director’s duties cases, contentious trusts, commercial litigation, insolvency, administration, receivership, fraud and asset tracing, shareholder disputes, breaches of fiduciary duty, professional negligence, mediation and all types of insurance and reinsurance disputes.
Simon has extensive experience of advising directors, companies and regulators on cases focused on allegations of breaches of fiduciary duties and duties of care and skill. He represented (among others) the Carlyle Group and Carlyle Investment Management in their successful defence of more than 180 pleaded allegations of breaches of fiduciary and other duties before the Royal Court and the Court of Appeal of Guernsey. The trial ran for six months and was valued at around US$2 billion by the end of trial. Simon also advises insurers, insurance managers, reinsurers, brokers and insureds on a wide range of contentious issues, from coverage of claims to management and service issues, breach of duties owed (contractual and fiduciary), administration, professional negligence claims and policy wording issues.
Simon was admitted as a solicitor of the Supreme Court of England and Wales in 1993 and is an advocate of the Royal Court of Guernsey. Prior to joining Ogier, Simon worked at another leading Channel Islands firm and for 10 years at Ashurst in London, during which time he was seconded for 14 months to Hashidate Law Office, Tokyo, Japan. Simon was global head of dispute resolution for Ogier 2015–2018 and is presently the Bâtonnier, the statutory head of the Guernsey Bar.
Senior associate, Borden Ladner Gervais LLP
Vinay Desai’s practice focuses on advising and assisting domestic and international clients with a wide array of corporate and commercial matters, including M&A, intellectual property, cannabis, privacy, advertising and other regulatory matters. Vinay’s corporate practice includes leading buy and sell-side transactions from different industries and assisting with business expansions.
Bryan De Verneuil-Smith
Bryan De Verneuil-Smith is a partner and advocate in Ogier’s dispute resolution team based in Guernsey, specialising in commercial litigation, contentious trusts, insolvency, fund disputes, shareholder and director disputes, fraud and asset tracing, regulatory and all types of insurance and reinsurance-related disputes. He was part of the team of advocates who represented and successfully defended the executive directors of Carlyle Capital Corporation, an investment fund, against a claim in Guernsey’s biggest ever civil trial in 2016.
After gaining wide experience of commercial litigation at the City of London office of one of Scotland’s leading law firms, practising English law, Bryan has practised offshore since 2013. His experience includes acting for insurers and reinsurers and for a wide variety of insured parties, advising directors, shareholders and other corporate stakeholders, fund managers, trustees, beneficiaries and other parties to trusts.
Giulia Di Piero
Lawyer, PMT Pontecorvi & Triboldi Law Firm
Giulia Di Piero has been a member of the Rome Bar since 2013 and has significant experience representing both Italian and international clients in judicial and out-of-court matters in civil, corporate and private international law. Before beginning her collaboration with PMT Law Firm in 2010, Giulia worked at Vasselli in Rome (2010), gaining experience in family law matters. In September 2012 she completed an internship at the Cambridge Family Law Practice in Cambridge, United Kingdom.
Guilia has a law degree from University of Rome Roma Tre, specialising in international and comparative law and authoring a thesis on Trusts in Matrimonial Property Law (2010); she also holds a master’s in international contracts (2017). She speaks Italian, English and French.
Legal director, Addleshaw Goddard
Donal Dunne is a legal director in the commercial disputes department of the litigation division of Addleshaw Goddard Ireland. He specialises in commercial litigation, including shareholder disputes and the defence of regulatory prosecutions. Donal has acted in a number of directors’ disputes which have proceeded to mediation and has also advised directors in relation to potential and actual disputes regarding corporate governance generally and directors’ liability.
Donal brings many years’ experience of corporate litigation in Ireland together with considerable experience of regulatory prosecutions across a broad range of areas, including prosecutions under the Health, Safety & Welfare at Work Acts and Regulations, the Companies Acts and the Competition Act 2002.
Donal is a member of the Health & Safety Lawyers’ Association of Ireland.
Associate, Advokatfirman Cederquist
Ingrid Ek is an associate in the dispute resolution group of Cederquist. She holds a degree in law from Stockholm University (juris kandidat, LLM, 2020) and has studied law as an exchange student at Tulane University, New Orleans. Ingrid has, since she earned her degree, worked at Cederquist on a broad range of disputes.
Damian Evans is a partner in the dispute resolution department of Ogier in Jersey. His practice includes all aspects of contentious and non-contentious trust matters, shareholder disputes, fraud, insolvency and company litigation.
Damian has been involved in some of the most advanced trust litigation in Jersey, as well as being regularly engaged in applications concerning the blessing of momentous trustee decisions, rectification, mistake and ratification.
Damian is part of Ogier’s multi-disciplinary restructuring and corporate recovery team, and regularly assists in the context of corporate disputes, advising directors in relation to allegations of breach of duty and their duties in the context of insolvency, and acting for overseas liquidators when applying to the Royal Court of Jersey for recognition of their appointment.
Partner, Clyde & Co
Ignacio Figuerol has extensive experience assisting Spanish and foreign insurers and reinsurers with domestic and international insurance litigation and arbitration and non-contentious insurance in the D&O, financial institutions and professional indemnity fields. In particular, he has handled major cases involving public offerings of securities, directors and officers, financial institutions, auditors, insurance brokers, accountants and lawyers. Ignacio’s experience also covers a wide range of reinsurance disputes. Ignacio has advised insurers in connection with the few class actions in the United States against Spanish companies.
His practice also includes drafting and adapting insurance policies and reinsurance contracts to Spanish law.
Ignacio has written several insurance-related articles and books: as well as being a contributor to this publication, he is also co-author of Ley de Contrato de Seguro: Jurisprudencia comentada. Fluent in English and Catalan, he regularly speaks at seminars and conferences on D&O and professional indemnity insurance both in Spain and in the London market.
Partner, Addleshaw Goddard
Eileen Grace is a partner specialising in corporate law and is head of the financial services regulatory group at Addleshaw Goddard Ireland. Her practice includes advising on company law, dealing in particular with financial regulation issues. She is also very involved in the area of corporate governance and directors’ liability, having established the firm’s Ireland-based directors’ advice team, published a number of relevant articles and contributed to publications on corporate governance.
Eileen has advised clients – both businesses and numerous charities and other guarantee companies – on corporate governance review exercises and projects. This activity extends to the interpretation of provisions and the implementation of governance requirements under both legislation and governance codes, regularly advising boards of directors and making presentations to boards.
Eileen is a member of the Institute of Directors in Ireland and is on its panel of advisers to members, and has a diploma in corporate governance from the Corporate Governance Institute. She is a director of the charity COPD SI and chairs its governance committee.
Partner, CMS Cameron McKenna Nabarro Olswang LLP
Tristan Hall is a partner in the insurance and reinsurance group of CMS in London. He has over 18 years’ experience in advising directors, companies and D&O insurers on indemnification, insurance and claims issues.
Tristan’s practice has a strong international focus and he has advised on a number of claims made against directors and officers in the Americas, Europe and Asia.
Partner, Nishimura & Asahi
Keitaro Hamada is a partner in the corporate/M&A department of Nishimura & Asahi in Tokyo. Keitaro holds an LLM (concentration in corporate law, finance and governance) from Harvard Law School and an LLB from the University of Tokyo. After obtaining his LLM, he was seconded to Debevoise & Plimpton LLP, New York, and then to Clayton Utz, Brisbane to become further acquainted with both US and UK-type practices. Making the most of this background, he has advised many listed companies in Japan on various corporate governance issues. He also has expertise in representing clients in cross-border transactions and private equity deals, in the course of which there often arise issues related to director liability.
Lead consultant, Harrison & Co Legal Consulting
Will Harrison is a lawyer with more than 20 years’ experience in London, Hong Kong and Australia, advising company directors and financial services clients on regulatory and dispute resolution matters. Will commenced his career at Magic Circle law firm Clifford Chance in London before moving with the firm to Hong Kong. Will was a litigation and regulatory partner at DLA Piper Hong Kong from 2007 until 2014, when he moved to Perth with his family and joined Minter Ellison. In 2018, Will founded a consultancy firm, Harrison & Co Legal Consulting, advising clients across Asia- Pacific on legal, regulatory and strategic matters. Will is also a non-executive director of Absolute Equity Performance Fund Limited, an Australian Securities Exchange listed investment company.
Partner, Van Doorne NV
Annemieke Hendrikse is an expert in the area of liability law and insurance law, and works in Van Doorne’s offices in Amsterdam and London. Annemieke is known internationally for her expertise in the area of directors’ and officers’ liability. She provides assistance to directors and supervisory directors/supervisors of companies and non-profit organisations, including housing corporations and healthcare institutions, in national and international disputes.
As an insurance expert, Annemieke handles disputes on behalf of and between insurers. She advises on policy conditions, particularly in the area of directors’ and officers’ liability and professional liability insurance, fraud and other financial lines. Recent experience includes claims under M&A-related insurance products and cyber. Annemieke invariably appears on the ‘recommended lists’ of leading directories such as Chambers & Partners and the Legal 500.
Partner, STAIGER Attorneys at Law Ltd
Philipp Känzig is a partner at STAIGER Attorneys at Law Ltd and head of the firm’s arbitration practice. He holds a law degree from the University of Zurich and was admitted to the Bar in 1989.
Philipp acts both as counsel and as arbitrator in complex international arbitration proceedings and also represents clients before the Commercial Court of the Canton of Zurich. The focus of his practice is the financial sector, in particular the insurance industry. His clients include well-known Swiss, English and US insurers. Philipp is also the author of numerous publications in the area of civil procedure and civil law.
Director, Johannesburg, Norton Rose Fulbright South Africa Inc
Stephen Kennedy-Good is the head of corporate, M&A and securities in South Africa. He has been recognised as one of the leading M&A lawyers in South Africa by Best Lawyers in South Africa, 2022.
He has also been recognised for his outstanding service to clients and was chosen as the exclusive winner of the general corporate category for South Africa in the International Law Office Client Choice Awards 2015. His service has been lauded as “outstanding” and he has been described as having the ability to drive “a lot of difficult issues” “under really tight deadlines”.
He has a keen interest in company law and has presented a number of papers on the Companies Act of 2008 and corporate governance to some of South Africa’s major banking, auditing and regulatory institutions. He regularly advises clients on corporate law, corporate governance and M&A transactions.
Hugo Keulers heads the commercial and dispute resolution department and the insurance and reinsurance industry practice group. His practice is focused on large and complex liability and insurance claims in areas such as all-risk property, construction all-risk insurance, advance loss of profit insurance, D&O insurance, professional indemnity insurance and product liability insurance.
Hugo is recommended as a leading individual by the Legal 500, Chambers Global and Europe and Who’s Who Legal in Insurance and Reinsurance and in Dispute Resolution. He is also mentioned in the Guide to the World’s Leading Insurance and Reinsurance Lawyers and in Euromoney’s Expert Guide 2016 as one of the most outstanding practitioners in this field in Belgium. In addition, he was selected for recognition in the 2021 edition of Who’s Who Legal: Commercial Litigation. Hugo was admitted to the Brussels Bar in 1991 and is now a member of both the Brussels Bar and the Hasselt Bar, admitted to plead cases before all Belgian courts.
Partner, BSA Ahmed Bin Hezeem & Associates
Michael Kortbawi is a partner in BSA’s corporate and M&A practice, based in Dubai. Leading a team of eight corporate lawyers, Michael oversees corporate and regulatory advice in relation to all aspects of corporate and finance law. This includes cross-border financing, real estate finance and transactions involving financial institutions and insurance companies.
Michael is an expert in financial restructuring, leading the teams in several large restructuring matters over the past three years, including one of the largest restructuring exercises in the Middle East.
Michael has extensive experience in the Middle East region, with over 18 years’ experience practising in the United Arab Emirates. His diverse array of key clients includes Halliburton, ADCB, Emirates NBD, Mashreq Bank, CIMIC Group, JBF Industries and Banijay Group.
Michael and his team are known to “provide valuable and practical knowledge of the law delivered to international standards”.
Anup Vijay Kulkarni
Partner, J Sagar Associates
Anup Vijay Kulkarni is a fellow member of the Institute of Company Secretaries of India (ICSI) and is also enrolled with the Bar Council of India.
He is one of the leads of the firm’s corporate compliance and secretarial practice. His practice focuses primarily on compliance and secretarial matters, with a particular emphasis on corporate laws and foreign exchange regulations. He actively assists in setting up subsidiaries of foreign companies/special purpose vehicles, as well as branch and liaison offices in India. He regularly appears before the National Company Law Tribunal, the Reserve Bank of India and the Ministry of Corporate Affairs on various compounding and adjudication matters involving private and public companies. He also appears before various government bodies in relation to diverse compliance and licensing matters. Anup has been awarded the President’s Award by the former president of India, Shri KR Narayanan, which is considered to be the highest award in the Bharat Scouts and Guides.
Senior associate, Advokatfirman Cederquist
Tora Larusdottir is a senior associate in the dispute resolution group of Cederquist. She holds a degree in law from Stockholm University (juris kandidat LLM, 2011) and specialises in commercial litigation and arbitration – particularly within the fields of contractual and professional liability.
Partner, Stephenson Harwood
Kevin Lee is the head of private wealth (Greater China) at Stephenson Harwood. He is one of the leading private wealth, tax and trust practitioners in Asia-Pacific. Kevin represents high-net-worth clients from around the world on diverse matters, including succession planning, family trust, tax advisory and compliance, wills, estates, asset preservation, family business succession and governance, private equity and philanthropy. He also has a commercial law practice acting as counsel for corporations from Hong Kong, China, the United States, Canada, Japan, the United Kingdom, the European Union and other jurisdictions on registration, corporate tax, intellectual property, employment and immigration aspects of doing business in Hong Kong, as well as on cross-border transactions.
Partner, Allen & Gledhill
Sophie Lim is co-head of the environmental, social and governance and public policy practice at Allen & Gledhill. Sophie joined the firm in 1997 shortly after she was called to the Singapore Bar and has been a partner since 2004. Her range of competencies encompass advising on corporate regulatory compliance and corporate governance for Singapore Exchange Securities Trading (SGXST) listed companies and private companies, listing of Singapore companies on the New York Stock Exchange (NYSE) and Nasdaq, employee equity incentive schemes, corporate reorganisations and employment.
She regularly assists foreign corporations with setting up a presence in Singapore and undertaking corporate restructurings, and also advises company directors on their duties, responsibilities and potential liabilities. She has extensive experience advising Nasdaq and NYSElisted Singapore companies on complex dualjurisdiction compliance issues, from IPOs to postlisting acquisitions and regulatory compliance work. She also advises public listed companies and private companies on the design of innovative equity and phantom incentive plans for founders, senior management and employees.
Wee Toh Loo
Associate, Allen & Gledhill
Wee Toh Loo is an associate in the technology and corporate intellectual property practice at Allen & Gledhill. Wee Toh’s practice is focused on technology and intellectual property transactions, agreements and advice. He also has prior experience acting in complex contentious matters involving, among others, contractual claims, trust litigation, shareholder disputes and restructuring and insolvency.
Wee Toh graduated with an LLB (Hons) degree (first class) from the University of Bristol, where he was awarded multiple academic prizes. He was also one of the top candidates in Part A of the Singapore Bar Examinations.
Tse Chuan Loong
Partner, Allen & Gledhill
Tse Chuan Loong is a partner in the litigation and dispute resolution department of Allen & Gledhill. His areas of expertise include banking and finance litigation, restructuring and insolvency, property litigation and complex commercial disputes. In the area of corporate litigation, Tse Chuan has considerable experience in shareholder disputes and claims in respect of breaches of
Tse Chuan graduated on the Dean’s List (1998–2000) and the Final Year Dean’s List (2001) of the National University of Singapore. He was also the winner of the Montrose Memorial Prize for Jurisprudence (2001) and the Law Society of Singapore Book Prize (2000).
José Francisco Mafla
Partner, Brigard Urrutia
José Francisco Mafla is a corporate and international trade lawyer with interdisciplinary expertise. He is a partner in the corporate practice and also the customs and international trade practices of Colombian law firm Brigard Urrutia, where he advises local and multinational companies, government entities and business associations on a wide variety of complex legal issues regarding customs, international trade and corporate-commercial law.
José graduated from Universidad de los Andes and holds an LLM from New York University School of Law (2005); he is admitted to practise in Colombia, the state of New York and the US Court of International Trade. He is recognised as a Band 2 lawyer by Chambers and Partners Latin America in International Trade/WTO. He is also recognised by Legal 500 as a Leading Individual and by Who’s Who Legal as Global Leader in the practice area of customs and international trade. In the corporate practice area, José is recognised by the Latin American Corporate Counsel Association as a top private practitioner.
Partner, Wilson Elser
Jonathan Meer is a partner in Wilson Elser’s New York office and focuses his practice on insurance coverage, including monitoring and coverage determinations, with a concentration on directors and officers.
Jonathan has successfully participated in mediation and litigation of D&O and other insurance coverage disputes. He regularly represents D&O insurers as coverage and monitoring counsel in complex shareholder class actions against public companies and their directors and officers for violations of federal securities laws, and in shareholder derivative suits against directors and officers for breach of fiduciary duty and mismanagement in the context of M&As and other business transactions. Jonathan advises insurance companies and claims administrators on all coverage issues, including those involving excess insurance, extracontractual liability, policy language, conflict of laws, reinsurance, co-insurance, rescission, misrepresentation and the interplay of other insurance clauses.
Of counsel, CMS Cameron McKenna Nabarro
Andrew Milne is an of counsel in the insurance and reinsurance group of CMS in London. His practice focuses on the management and resolution of complex claims, with a particular emphasis on disputes involving financial institutions, directors and officers and large publicly listed companies.
Andrew routinely advises on claims made under D&O insurance policies. He regularly reviews and advises on new and bespoke D&O insurance policy wordings.
Most of Andrew’s work is international related. He has advised on claims in Africa, Latin America, Western and Eastern Europe, India, Southeast Asia, China and the United States (including California, Delaware, Florida, Illinois, Michigan, Nevada, New Jersey, New York, Virginia and Washington DC).
Andrew is admitted to the Law Society of England and Wales.
Paralegal, BSA Ahmed Bin Hezeem & Associates
Taronish Mistry is a paralegal in BSA’s corporate and commercial practice. He is currently developing his experience in the United Arab Emirates across numerous sectors, including banking, restructuring, employment and real estate. In his day-to-day role, Taronish is regularly involved in corporate transactions, drafting commercial agreements and labour matters. Taronish has also formulated strategies for clients in DIFC litigation in order to secure positive outcomes in their disputes.
He regularly contributes to client updates and legal articles for well-known publications, including Arabian Business.
Taronish holds an LLB honours degree and an MSc in law, business and management from the University of Law, United Kingdom; and a BSc in industrial engineering from Purdue University, United States.
Managing partner, Molitor Avocats à la Cour
Michel Molitor, managing partner, is a renowned banking and litigation and dispute resolution lawyer and brings these specialisations to the insurance cases that he handles. The Legal 500 ranks Michel in Tier 1 among litigation and insurance practitioners in Luxembourg, and he is also notably ranked in its Hall of Fame. An active member of the Association of Luxembourg Banking Lawyers and of the financial services section of the IBA, where he was co-chair of the Banking Committee for the full two-year term (and is now a member of the senior advisory board), Michel is a member of the Association des Compagnies d’Assurances de Luxembourg, the Association Luxembourgeoise pour l’Arbitrage and the Luxembourg Investment Fund Association.
Associate, Cleary Gottlieb Steen & Hamilton
Nikolay Molostov’s practice focuses on corporate and financial transactions, particularly M&A, joint ventures and securities offerings.
Nikolay has experience advising clients across a wide range of industries, including IT/tech, real estate, consumer and retail, transportation, energy and finance. He is experienced in supporting Russian businesses with the full suite of corporate, commercial and compliance matters. He graduated from the Moscow State University Law School (magister in 2017 and bachelor of laws in 2015).
Associate, Basham, Ringe y Correa, SC
Mónica Mora graduated with honours in 2013 from the Universidad Panamericana Campus
Guadalajara and has completed postgraduate studies in obligations and contracts, as well as in corporate law. She also has a master’s degree in corporate and commercial entities law from the same faculty. Currently she is an associate at Basham Ringe y Correa, in the corporate and M&A practice areas based in Mexico City.
She focuses her practice on corporate matters, corporate governance, contractual, M&A, foreign investment and real estate, in both national and international operations, including the incorporation and organisation of entities; contracts; company reorganisations and restructurings; due diligence procedures; joint ventures; and investment structures. Additionally, she teaches professional ethics for lawyers at the Universidad Iberoamericana.
Founding partner, Gross Orad Schlimoff & Co
Harry Orad is a founding partner at Gross, Orad, Schlimoff & Co. He began his legal career as a commercial lawyer specialising in corporate and property law. He also served as a municipal court justice. Harry later joined the highly acclaimed National Fraud Unit of the Israeli Police, rising to the rank of chief superintendent, where he investigated complex financial institution fraud and white-collar crimes. Since leaving the police, Harry has specialised in insurance and reinsurance law. He drafted some of the first D&O policies in Israel and later redrafted these policies to comply with new legal provisions.
He has lectured on corporate governance issues in Israel and abroad, and has worked in London as a consultant to one of the major insurance law firms. Harry’s expertise in insurance law includes directors’ and officers’ liability, banking insurance (bankers’ blanket bonds), financial institutions, crime insurance, credit insurance, product liability and pollution and contamination.
Harry acts for underwriters and insurers worldwide on complex financial insurance matters and has been inducted into the Legal 500 Hall of Fame.
Oliver Passmore is a partner in the dispute resolution department of Ogier in Jersey. His practice includes all aspects of contentious trusts matters, shareholder disputes, fraud and asset tracing, insolvency, banking and regulatory matters. Oliver has considerable trusts litigation expertise, having worked on some of the most complex and high-value contentious trust disputes and non-contentious trust applications on which Ogier has been instructed.
Oliver also has considerable experience in corporate disputes and non-contentious company applications, including acting for shareholders in unfair prejudice proceedings; handling joint venture disputes; advising on procedure at contentious general meetings; advising directors in relation to allegations of breach of duty; and acting for companies in relation to members’ schemes of arrangement.
Oliver also regularly advises directors on their duties in insolvency and also in relation to claims by liquidators, as well as acting for overseas liquidators in relation to applying to the Jersey court for recognition.
Counsel, Borden Ladner Gervais LLP
Raphael Roditi’s practice focuses on all aspects of commercial real estate transactions. These include acquisitions, divestitures, financing, commercial leasing, cross-border transactions and complex property matters.
Experienced in general corporate and commercial matters, he also assists with M&A and joint venture transactions.
Julia Santoro de Camargo Donato
Partner, DR&A Advogados
Julia Santoro de Camargo Donato leads the consultancy department at DR&A Advogados, a boutique law firm in Brazil specialising in (re)insurance. She holds a bachelor of laws (2002) and a specialist degree in tax law (2005) from the Pontifical Catholic University of Sao Paulo. Julia has been an international/visiting associate at relevant law firms in Lisbon, Portugal and in London, United Kingdom.
Julia has co-authored numerous publications on insurance (eg, “Focus on Brazil”, Reinsurance Update, Reynolds Porter Chamberlain LLP, 2006; “Capital market risks can be mitigated with insurance”, BM&FBovespa, 2007; “Brazil” in Investing Across Borders: Indicators of Foreign Direct Investment Regulation in 87 Economies, World Bank Group, 2010; and “Brazil” in Directors’ Liability and Indemnification: A Global Guide ((first, second and third editions, Globe Law and Business, 2007, 2011 and 2016). She also authored “SWISS Re registers in Brazil”, Latin Lawyer, 2008. Julia has been recommended by the Legal 500, Chambers and Partners Latin America and Who’s Who Legal for Insurance and Reinsurance in Brazil since 2012. In 2020 she was recognised as a leading professional in (re)insurance in Brazil.
Of counsel, HMN & Partners
Romain Schulz is a lawyer at the Bar of Paris and of counsel at HMN & Partners, a French law firm specialised in insurance and reinsurance. He was admitted to the Bar of Bayonne in 2000. Romain studied law at the Universities of Nancy and Paris Sorbonne (France) and Thessaloniki (Greece) (LLD – thesis: Intervention of Insurers in Criminal Proceedings, Contribution to the Study of the Civil Action, 2009); and holds a postgraduate diploma in insurance from the Institut des Assurances de Paris at Paris Sorbonne (2004).
His practice areas are insurance and reinsurance (wordings of policies, advice, claims handling); civil law (liability: torts, contracts); litigation (including arbitration); and criminal law. He is very interested in the relationship between criminal or civil penalties on the one hand and compensation of damages and insurance on the other.
Romain lectures at universities and contributes to the French Review of Insurance Law. He is a member of the Association Internationale pour le Droit des Assurances.
Associate, Noerr Partnerschaftsgesellschaft mbB
Camilla Schütz has been with European law firm Noerr since 2016 and is currently an associate. She is a member of the firm’s liability and insurance practice group, focusing on insurance contract law, particularly in the segments of general liability insurance coverage, D&O and warranty and indemnity insurance, as well as executive liability and the law governing general terms and conditions. Her practice includes domestic and cross-border coverage litigation before both state courts and arbitral tribunals. Camilla is admitted to the Dusseldorf Bar.
Olivia Carolina Florence Franco Searle
Consultant lawyer, DR&A Advogados
Olivia Carolina Florence Franco Searle is a consultant lawyer for the consultancy department at DR&A Advogados, a boutique law firm in Brazil specialising in (re)insurance. She holds a bachelor of laws from Universidade Presbiteriana Mackenzie (2005) and an LLM from University College London (2008). Olivia also participated in reinsurance courses at the Chartered Insurance Institute in London (2014 and 2016). She was also the legal secretary and a member of the board of directors of the British Society (formerly known as the British and Commonwealth Community Council of Sao Paulo), Sao Paulo, from 2012 to 2015. She also has experience in international law firms in London and assisted Brazilian cedents in important international claims involving the London market.
Olivia has co-authored articles in Brazil about reinsurance and the regulatory sandbox. She was recommended by the Legal 500 in 2018, 2019 and 2020 and has been noted as an up-and-coming practitioner and a strong professional in the insurance and reinsurance field in Brazil.
Partner, Nishimura & Asahi
Asa Shinkawa is a partner in the corporate/M&A department of Nishimura & Asahi in Tokyo. She holds an LLM from Harvard Law School and an LLB from the University of Tokyo. Asa has a long and successful history of advising domestic and foreign private equity firms, as well as corporations, on complex M&A transactions and corporate governance. She has outstanding strength and expertise in structuring high-profile, complex transactions involving multiple parties, and in leading multi-faceted negotiations that require not only legal knowledge but also strategic perspective and business acumen.
A partner since 2000, she is regarded as among the leading experts in international and domestic business transactions. Those skills have been recognised by her Chambers rankings since 2009; the Dealmaker of the Year at the Asian Legal Business (ALB) Japan Law Awards 2022; the Dealmaker of the Year – North Asia Award at the ALB Women in Law Awards 2021; and the Woman Lawyer of the Year Award at the ALB Japan Law Awards 2020, among others.
Partner, Noerr Partnerschaftsgesellschaft mbB
Oliver Sieg has been a partner with European law firm Noerr since 2002. He co-heads the litigation and arbitration practice, focusing on litigation at first-instance and appeal courts, particularly in complex and cross-border disputes. He has considerable experience in representing parties in domestic and international commercial arbitration proceedings and has been appointed as an arbitrator. He has an extensive track record in handling cases in the fields of directors’ and officers’ liability, and professional and financial institutions’ liability and insurance. Furthermore, he is experienced at handling corporate disputes, insurance and reinsurance disputes, and commercial disputes.
Oliver has been admitted to the Dusseldorf Bar since 1995. He has been acknowledged for many years as one of the leading legal individuals in Germany for corporate litigation and insurance disputes.
Partner, J Sagar Associates
Sajai Singh is the co-chair of the firm’s corporate practice. His practice focuses primarily on compliance, with a particular emphasis on crossborder issues. He is an acclaimed compliance lawyer with more than 31 years of experience representing a wide variety of industries, businesses and sectors. He started his career as a litigator. Thereafter, he moved to transactional and compliance work.
Sajai maintains an active practice in the knowledge-based industries. He is known as a pioneering lawyer supporting the development of the IT sector in India.
He regularly publishes and speaks on a variety of legal, regulatory and compliance-related topics, especially focused on cross-border trade. Sajai is the past president of the International Technology Lawyers Association, headquartered in the United States – a first for any Asian. He is also chair of the IBA Technology Law Committee.
Director, Coverage Matters Ltd
Edward Smerdon is a solicitor and insurance professional. He is a leading expert in commercial insurance with a particular focus on financial lines, including the development of insurance products and the coverage and resolution of complex claims. He has been working in this field for 28 years, during which time he has been involved in advising on high-profile corporate collapses and financial scandals as well as the production of leading commercial insurance policy forms.
He has been a partner in three London law firms and also worked in the insurance industry as an executive in an international broking firm. In this latter role, he worked closely with major clients to maximise the coverage provided by the insurance policies they purchased, including D&O, civil liability, specie, cyber, crime and operational risk products. He also helped to create new insurance products and worked extensively with insurers in the London market in relation to ‘macro’ coverage issues affecting the insurance industry such as COVID-19, ‘silent cyber’ and the war in Ukraine. He now runs his own consultancy, Coverage Matters, which works with the insurance industry in relation to insurance products and wordings.
Partner, Cleary Gottlieb Steen & Hamilton
Yulia Solomakhina’s practice focuses on corporate and financial transactions, particularly M&A, joint ventures and strategic alliances, capital markets and other cross-border transactions involving businesses in Russia.
She has extensive experience leading clients through all aspects of complex corporate and commercial transactions. Yulia has advised various corporations, general counsel, boards and board committees, individual officers and directors on some of their most critical corporate advisory and corporate governance, disclosure, regulatory and other matters; and has acted as a trusted adviser offering practical solutions and support for their everyday issues.
Yulia graduated from the New York University School of Law (LLM, 2002) and Moscow State University School of Law (JD equivalent, summa cum laude, 2000). She is internationally recognised by various global legal guides and directories – including Chambers & Partners, Legal 500, Best Lawyers, Euromoney and IFLR1000 – for her corporate/M&A, TMT and capital markets work.
Partner, HMN & Partners
Eleonora Sorribes is a lawyer at the Bar of Paris and a partner at HMN & Partners, a French law firm specialising in insurance and reinsurance. She was admitted to the Paris Bar in 2006. Eleonora studied law at the University of Paris I Panthéon Sorbonne (France) and has a postgraduate degree in private international law and international commercial law (2003), a master’s in international law (2002) and a degree in legal English (2002).
Her main areas of expertise are insurance and reinsurance (D&O insurance, professional liability insurance, cyber risks); industrial risks; and international litigation (including arbitration). She frequently deals with complex, cross-border, multi-party disputes arising from insurance policies.
Partner, Redcliffe Partners
Zoryana Sozanska-Matviychuk is a partner and head of M&A at Redcliffe Partners in Ukraine. Zoryana holds an LLM and is admitted as a solicitor of the Senior Courts of England and Wales.
Before joining Redcliffe Partners, Zoryana practised law with leading international law firms in Ukraine and abroad. She has worked on many large and/or cross-border corporate transactions, including during her time with the Sydney and London offices of an international law firm. Zoryana has extensive experience in advising both strategic and financial investors, and particularly private equity firms, on a range of matters, including equity investments, joint ventures and corporate reorganisations. Zoryana has recently worked on projects in the IT, energy and pharmaceutical sectors.
Lola Stenuit is a member of Lydian’s commercial and litigation practice, as well as the insurance and reinsurance department.
Lola’s practice focuses on commercial law and litigation proceedings, whether international or national, including in insurance-oriented matters. Lola is a member of the French-speaking Brussels Bar.
Managing partner, STAIGER Attorneys at Law Ltd
Jonas Stüssi is managing partner at STAIGER Attorneys at Law Ltd and head of the firm’s litigation practice. He holds law degrees from the University of Zurich and the University of Paris Nanterre and was admitted to the Bar in 2012. Jonas specialises in domestic and cross-border dispute resolution. He has extensive experience with complex commercial disputes before both the state courts and international arbitrational tribunals. His practice is focused on the insurance and services sectors, as well as on corporate and construction-related litigation and arbitration. His clients include domestic and international insurances companies, financial services providers and multinational and industrial companies.
Partner, PMT Pontecorvi & Triboldi Law Firm
Serena Triboldi has been head of the legal department at Decal-Depositi Costieri Calliope spa, a multinational oil storage company, since 2022.
Serena was previously a partner at PMT Pontecorvi & Triboldi Law Firm, where she gained extensive experience representing both international and Italian clients in the commercial and corporate sectors, including insurance, as well as in energy and environmental matters and in dealing with questions of private and procedural international law and international contracts. Before co-founding PMT Pontecorvi & Triboldi, she worked at several international Italian firms, including Pavia e Ansaldo and Studio Legale Cieri Crocenzi in Rome and Milan.
She holds a law degree from the Università Cattolica del Sacro Cuore in Milan, specialising in international law (1999); completed an Erasmus Programme at the University of Nanterre, France (1998); completed a postgraduate degree course in EU law at the Italian Society for International Organisation (2003); and holds a master of laws in international business and trade law from Fordham University School of Law, New York (2004–2005).
Carlos Umaña Trujillo
Managing partner, Brigard Urrutia
Carlos Umaña Trujillo has been the managing partner of Colombian law firm Brigard Urrutia since 2012 and has been partner of the firm since 1990. With more than 30 years of experience, he splits his time between several practice areas, but is particularly commended for his knowledge in infrastructure, public procurement, utility law and natural resources law.
Carlos graduated from Colegio Mayor de Nuestra Señora del Rosario and holds a master’s degree in comparative jurisprudence from New York University School of Law (1985). Carlos is recognised in the fields of Corporate/M&A, Public Law and Projects by Chambers & Partners Latin America 2022 and in Corporate/M&A in Chambers and Partners Global 2022. He is also recognised as a Leading Individual in Corporate/M&A and Projects in the Legal 500 2021.
Summer van Haght
Senior associate, Bowmans
Summer van Haght is a senior associate in the corporate/M&A team. She specialises in corporate law, including transactional work. She has experience in drafting and negotiating shareholders’ agreements, memoranda of incorporation, joint venture agreements, lease agreements, purchase and sale agreements and other M&A-related agreements. Her main focus is company law and corporate governance.
Summer holds a bachelor of arts (law) and a LLB (cum laude) from the University of Stellenbosch. She has acted for an array of clients in the public and private spaces, but her focus is private M&A.
Pieter-Jan Van Mierlo
Senior associate, Lydian
Pieter-Jan Van Mierlo is a member of Lydian’s commercial and dispute resolution practice, as well as the insurance and reinsurance department and the ports and logistics department.
Pieter-Jan has extensive experience in commercial dispute resolution and often acts for clients involved in important and complex damage claims and D&O liability/insurance cases. He also has a particular interest in transport law and often acts in disputes regarding rail freight transport and logistics services agreements. Pieter-Jan is a member of the Limburg Bar and is admitted to plead cases before all Belgian courts.
Partner, Advokatfirman Cederquist
Erik Wernberg is a partner and heads the dispute resolution group of Cederquist. Erik graduated from the University of Uppsala in 1997 (juris kandidat, LLM) and from the University of Cambridge in 1999 (LLM).
In particular, Erik acts as legal counsel in international and national arbitration and litigation, primarily in the areas of finance, contractual and professional liability, insurance claims and regulatory matters. He has extensive experience and is regularly involved in some of the most document-intense, complex and highprofile cases in Sweden.
Jo Willems is a partner in Lydian’s commercial and litigation practice. Jo has extensive experience in commercial litigation work and acting on behalf of Belgian and international companies in strategically important disputes.
He assists clients with corporate litigation as well as matters of distribution, product liability and professional indemnity. He is recommended in Legal 500 and Chambers.
Jo has published several articles on class action lawsuits, protection of know-how and business secrets and directors’ liability, and regularly speaks at internal and external seminars. Jo was admitted to the Brussels Bar in 2005 and is now a member of both the Brussels Bar and the Hasselt Bar, admitted to plead cases before all Belgian courts.
Partner, HMN & Partners
Sarah Xerri-Hanote was admitted as a lawyer to the Paris Bar in 1992 and is a partner at HMN & Partners, a French law firm specialising in insurance and reinsurance.
Sarah is co-author of the Lamy Insurance Book, in charge of the chapter relating to directors’ and officers’ liability. She is a lecturer at the Paris Dauphine Insurance Institute on financial lines. She has wide-ranging expertise in insurance and reinsurance and, in particular, D&O insurance, professional indemnity insurance, fraud, kidnap and ransom, employment practices liability and cyber risk insurance. She acts as monitoring counsel for different leading insurance companies.
Counsel, Taylor Wessing
Stella Yang is a counsel of Taylor Wessing, based in Beijing. Her practice areas include M&A, corporate, regulatory and compliance matters; issues pertaining to the establishment and operations of foreign-invested enterprises; and M&A. Stella is the real estate and construction specialist within the Taylor Wessing China Group.
She has acted for a large number of multinational companies (most are Fortune 500) and famous Chinese companies in the above practice areas, leading or participating in various aspects of complicated transactions, such as drafting, negotiating and/or reviewing share or asset transfer agreements, joint venture contracts, articles of association, supply and distribution agreements; conducting due diligence reviews and preparing due diligence reports; and advising on transaction structures, corporate governance and compliance issues.
Stella has abundant experience in foreign investment with different channels, organisational forms and a broad range of industries. She has been involved in the whole process of many complex foreign-invested projects, from initial negotiation to liquidation and exit from the joint venture. Stella graduated from the China University of Political Science and Law (LLB) and from King’s College of London (LLM).
Senior associate, Allen & Gledhill
Celeste Yao is a senior associate in the corporate and commercial department at Allen & Gledhill. Her areas of practice include advising on corporate regulatory and compliance and corporate governance matters for Singapore Exchange Securities Trading listed companies and private companies, advising company directors on their duties, obligations and potential liabilities and assisting international and local clients with corporate reorganisations. She also regularly assists foreign entities in setting up a presence in Singapore and advises on employee equity incentive schemes and employment matters. Celeste graduated from the National University of Singapore with an LLB (Hons) degree and was called to the Singapore Bar in 2018.