Boardroom Governance with Evan Epstein

Priya Cherian Huskins: On SPACs, D&O Insurance and Federal Forum Charter Provisions.

Episode Summary

In this episode, I talk with Priya Cherian Huskins, a leading expert on D&O insurance and a partner at Woodruff Sawyer, a 103-year-old commercial insurance brokerage. Priya has an impressive list of publications, speaking engagements, and awards for her influence and expertise in the industry. In addition to serving as a board member at Woodruff Sawyer, Priya serves on the board of directors of Realty Income Corporation, (NYSE: O), NMI Holdings, Inc. (Nasdaq: NMIH), and Anzu Special Acquisition Corp I (Nasdaq: ANZU). She also serves on the advisory board of the Stanford Rock Center for Corporate Governance. In this podcast, we talk about the current state of D&O insurance in both public and private companies, SPACs related litigation and the backstory on federal forum charter provisions (where she had a leading role). If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website and please feel free to subscribe to the Boardroom Governance Newsletter at

Episode Notes

  1. Intro.
  2. (1:24) - Start of interview.
  3. (1:54) - Priya's "origin story". She was born in India and grew up in Louisville, Kentucky. She went to Harvard college and studied law at Chicago Law School. After graduation she clerked for Judge Frank Magill (U.S. Court of Appeals for the Eighth Circuit, in North Dakota). She later joined WSGR as a corporate securities attorney during the dot com boom in Silicon Valley. In 2003, she joined Woodruff Sawyer to specialize in D&O insurance.
  4. (5:42) - On why she joined Woodruff Sawyer in 2003.
  5. (8:44) - On her experience joining the board of directors of public companies such as Realty Income Corporation, NMI Holdings, and Anzu Special Acquisition Corp I (a SPAC).
  6. (11:26) - Priya's take on the evolution of the D&O insurance market since she started working in this industry in 2003. Current costs for IPOs, and SPACs ("the cost has gone up 4-5x in the last year or two").
  7. (16:58) - Her response to the increasing cost of D&O insurance (particularly for public offerings).
  8. (19:51) - On D&O insurance for private companies: "There is a cohort of carriers that will underwrite D&O insurance for smaller private companies almost on a fully automated basis, but firms come to see us when they reach ~$100 million in revenues (or typically at or after series C and D VC financings)." "Private companies do need D&O insurance, particularly if they want to attract good directors. It's important to highlight that private companies are also subject to the fraud provisions of the federal securities laws." [Note: last week, the Department of Justice announced the arrest of Manish Lachwani, co-founder and former CEO of HeadSpin Inc., a Silicon Valley-based private technology company, on charges of securities fraud and wire fraud perpetrated to raise money from investors. The SEC separately charged Lachwani with defrauding investors.] Litigation risks arise both from public enforcement (such as from the DOJ and SEC) and private enforcement (such as from shareholder litigation).
  9. (24:11) - Her take when a wealthy individual, not D&O insurance, indemnifies directors (a la Elon Musk). "It happens more in private companies than in public companies."
  10. (27:44) - Her take on the evolving litigation risks with SPACs (from regulators and plaintiff attorneys). "The SEC has been abundantly clear that they expect directors and officers of SPACs to do a lot of diligence." She highlights the SEC enforcement action in Ability Inc (2019). The number of securities class actions in SPACs is also on the rise. "There have been around ~110 De-SPAC transactions, and about 17% of them have been sued ["that seems high until you note that about 27% of the IPO cohort of 2018 has been sued."] There is also new litigation such as the complaint against Bill Ackman's SPAC alleging violations against the Investment Company Act of 1940 and the Investment Adviser Act of 1940, to which a group of over 60 law firms have responded ("[these complaints] are highly opportunistic, there is no question in my mind that they are hoping for a quick settlement to setup a cottage industry, and I sincerely hope that doesn't happen.")
  11. (35:40) - Her story on the Sciabacucchi case, Federal Forum Charter provisions and what's the latest on this front ("very few IPO claims were filed in state courts in 2021: only foreign filers or some that didn't get the memo to include federal forum charter provisions"). "This is the most important thing that [I've ever done] for corporate America."
  12. (44:07) - The books that have greatly influenced her life:
    1. Born to Run (2009), by Christopher McDougall.
    2. The Obstacle is the Way (2014), by Ryan Holiday.
  13. (47:34) - Her mentors: she would like to particularly mention her partner at Woodruff Sawyer: Denise Amantea.
  14. (49:13) - Quote that she thinks of often, or lives her life by:
    1. "If you're not humble, life will visit humbleness upon you" (Mike Tyson).
    2. "Pride goes before the fall" (favorite of her mom)
  15. (50:15) - An unusual or absurd habit that she loves: watching Alaskan sled dog racing!
  16. (51:11) - The living person she most admires: her parents.

Priya Cherian Huskins is a partner and board member at Woodruff Sawyer, a commercial insurance brokerage. She is a leading expert on D&O insurance. In addition to serving as a board member at Woodruff Sawyer, Priya serves on the board of directors of Realty Income Corporation,  NMI Holdings,  and Anzu Special Acquisition Corp I.  

She can be reached via email at 

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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