Walker Newell & Lenin Lopez (Woodruff & Sawyer): Navigating D&O Risk, Delaware Exit, and Boardroom Litigation
Walker Newell and Lenin Lopez are SVPs at Woodruff Sawyer, a national insurance brokerage and consulting firm specializing in management liability and corporate governance. We begin with an overview of Woodruff Sawyer and the importance of D&O insurance, then dive into key governance trends—such as the “Delaware Exit” or “DExit” phenomenon and the growing interest in alternative incorporation states like Texas and Nevada. We also discuss Delaware’s SB21, the IPO and SPAC environment, and emerging developments in securities class action litigation—not only in public companies but increasingly across the private markets as well.
Boardroom Governance with Evan Epstein · Walker Newell, Lenin Lopez, Evan Epstein
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Show Notes
(0:00) Intro to this episode
(1:43) About the podcast sponsor: The American College of Governance Counsel.
(2:30) Start of interview
(3:09) Walker Newell's origin story
(6:38) Lenin Lopez' origin story
(9:21) Intro to Woodruff Sawyer, and their focus on corporate law and securities litigation.
(14:00) The Importance of Corporate Governance
(14:38) On the Gallagher merger (WS was acquired for $1.2B)
(15:10) Advising boards on D&O insurance (corporate and litigation). *Reference to E42 with Priya Cherian Huskins (2021)
(17:59) The Delaware Exit ("DExit"). Impact of Derivative Suits. *Reference to VCBA
(26:23) Delaware vs. Texas and Nevada
(29:00) Understanding Delaware's SB21. Books and records demands. D&O questionnaires.
(33:18) The current state of IPOs and SPACs (and impact of D&O insurance pricing)
(37:33) The trend of SPAC companies incorporated in the Cayman Islands. SEC revisiting Foreign Private Issuer eligibility.
(41:15) Trends in Securities Class Actions (~60% filed against tech or biotech companies).
(47:24) Litigation in Private Markets. *Reference to Startup Litigation Digest
(53:27) The hardships of life-science companies
(56:15) How the federal and status regulatory apparatus is evolving, particularly on AI.
(58:52) The evolving role (and burdens) of board members. Example: DOJ whistleblower rules
(1:01:21) What are the 1-3 books that have greatly influenced your life:
- Lenin: The Life and Death of Ivan Ilych by Leo Tolstoy (1902)
- Walker:
- The Savage Detectives by Roberto Bolaño (1998)
- Maus: A Survivor's Tale by Art Spiegelman (1991)
(1:04:03) Who were their mentors, and what they learned from them.
(1:06:27) Quotes they think of often or live their life by.
- Lenin: "Al mal tiempo, buena cara"
- Walker: "Enjoy every sandwich"
(1:08:22) An unusual habit or an absurd thing that they love.
(1:09:50) The living person they most admire
- Lenin: Tony Hawk
- Walker: Rory McIlroy
You can follow Evan on social media at:
X: @evanepstein
LinkedIn: https://www.linkedin.com/in/epsteinevan/
Substack: https://evanepstein.substack.com/
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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License