We have seen a long dry spell that included 2008 with just 43 IPOs and a first quarter 2009 that saw a single offering. 2010 is poised for a possible recovery with 53 companies that entered registration in 4th quarter 2009, the most new registrants in two years. (data gleaned from Ernst & Young’s latest IPO pipeline report) Technology claims the largest number of new registrants but the group as a whole cuts through all sectors. Average fund raising target is $190 million. but 24 of the new registrants are smaller companies seeking to raise less than $100 million.

- Diversified Insurance Group was a title sponsor of the Summit 2009 Director & Officer Conference –

SALT LAKE CITY – December 11, 2009 –

“Requirements for today’s corporate directors and officers are evolving more quickly than ever before,” said David W. Steuber, partner in Howrey LLP, Los Angeles, Calif. Steuber joined a capacity group of more than 140 leading executives who participated in the 9th Annual Summit Conference for Directors and Officers (www.summitconf.org) at Stein Eriksen Lodge in Park City, Utah last week. SageCreek Partners, Ernst & Young and Diversified Insurance, along with several additional business support organizations, co-hosted the event.

“The Summit Conference is an event that is well worth attending,” Steuber continued.”It is a practical program for the director and officer who is serious about understanding cutting edge corporate governance issues and implementing measures designed to meet the ever-evolving legal, ethical, and social requirements imposed upon today’s businesses.”

Additional presenters at the event included Reatha Clark King, Ph.D, a member of the board of directors of Exxon Mobil, and Doyle Arnold, the Chief Financial Officer at Zions Bancorp. Working panels and topics included discussions of new SEC regulation, accounting changes and strategies for dealing with risk in organizations and industry. Keynotes included a discussion via satellite with U.S. Senator Bob Bennett. Additional presentations included keynotes by Bob Gay of Huntsman-Gay Capital and Lynn Blodgett, CEO of Affiliated Computer Systems, who spoke about company culture and the importance of being a good human while returning value to shareholders.

The Annual Summit Conference has featured senior management from the SEC, Nasdaq, PCAOB, CALSTERS and ISS, as well as leading industry executives and even a few controversial figures such as now-disbarred plaintiff’s class-action lawyer Bill Lerach. At the Summit, directors and officers of public or nearly public companies meet to receive updates on legal, financial, regulatory and business trends so that they can focus on their responsibilities in their professional roles.

Chubb provides a newsletter that has some great tips and examples of how we can and why we should lower our exposure for liability claims. A recent article is found HERE and has some good tips to follow.

Consider these tips to lower your exposure from accommodation requests:

* Review your disability policy. Is it clear how accommodation requests are made (preferably in writing) and how they are evaluated within your organization?
* Provide Americans with Disabilities Act and sensitivity training to your managers and supervisors. Make certain that your managers and supervisors do not automatically refuse employee requests for accommodation because they seem “out of the ordinary” or violate a minor policy.
* Make certain that managers and supervisors quickly refer all accommodation requests to human resources for evaluation.
* When presented with an accommodation request, consider the cause and extent of the employee’s restriction. This will help you determine whether the employee has a true disability that substantially limits him or her in a major life activity.
* Consult medical specialists in the field of the person’s disability.
* When organization rules (e.g., no eating at a desk) conflict with doctor ordered treatment plans, make certain that needs for the rule substantially outweigh the treatment needs of the employee.
* Finally, note that most accommodation requests cost very little in time or money.

All publicly traded companies, regardless of size, are exposed to risks arising out of the company’s securities. Companies are subject to SEC oversight, securities regulations, and reporting requirements, all of which expose organizations to risk. Further, the actions of providing guidance to the street, conducting road shows, and having non-director shareholders create additional risk and potential liability for a firm. Any one of these items can be the impetus for a securities-based lawsuit. Additionally, directors and officers are held personally liable for their actions in running a company. This means that personal assets and wealth are potentially exposed in the event of a lawsuit against the firm that also names the individual director or officer. Directors & Officers (D&O) liability insurance is designed to protect individuals and companies from such exposures.

D&O Insurance Costs

Directors and Officers make decisions daily while wearing their “fiduciary hats.” However, I often advise clients to take off this “hat” and think beyond the direct cost of the D&O insurance premium, looking to the indirect costs of not purchasing the coverage. Such costs include the inability to attract top board talent, exposing personal assets to loss resulting from the error of a colleague, and even the potential demise of the entity. Given these potential scenarios what would you be willing to pay for such protection?

Follow this link to view the graphs and read additional details regarding trends in D&O.

Regan Guth is a Vice President with Diversified Insurance Group in Salt Lake City, UT. Over the past 7 years Regan has advised dozens of public companies in the procurement of D&O insurance coverage. Regan can be reached at rguth@diversifiedinsurance.com, (801) 325-5080.