International Insurance Co., a Corporation v. Alfred M. Johns, James W. McFadden Thomas v. Ogletree, Richard W. Sherman, and G. Paul Whorton

JAMES LAWRENCE KING, Chief District Judge:

In this appeal we examine golden parachutes 1 and corporate control from an insurance law perspective. A Florida corporation’s board of directors adopted golden parachutes for several key executives. After change in corporate control opened the parachutes, a disgruntled shareholder instituted a derivative action, alleging that the parachute payments were corporate waste. The directors settled the action, and sought payment for this compromise under their corporate liability insurance policy. The insurance company denied coverage and filed this…