Walker Newell & Lenin Lopez (Woodruff & Sawyer): Navigating D&O Risk, Delaware Exit, and Boardroom Litigation

Jun 30, 2025

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(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:
1. The Savage Detectives by Roberto Bolaño (1998)
2. 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.

(1:08:22) An unusual habit or an absurd thing that they love.

(1:09:50) The living person they most admire

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