Calfee's Tae Andrews Quoted in Law360 Insurance Authority Article "Harman Bump-Up Ruling Delivers Policyholders A Crucial Win"

Mentioned and Quoted

Calfee Insurance Coverage Senior Counsel Tae Andrews was quoted in the February 5, 2026, Law360 Insurance Authority article, “Harman Bump-Up Ruling Delivers Policyholders A Crucial Win.” The article covers a key Delaware Supreme Court decision that rejected insurers’ claims that a $28 million settlement by Harman International Industries Inc. was an excluded “bump-up” in merger consideration. This decision is widely regarded as a significant win for policyholders in directors and officers coverage disputes.

The article, written by Abraham Gross, outlines how the ruling clarifies the two-part test Delaware courts will use to assess when stockholder litigation alleges “inadequate deal consideration” and whether a settlement constitutes “an effective increase” in that consideration. The court found that Harman’s insurers did not prove the settlement increased merger consideration, citing the settlement class composition, lack of expert valuation evidence, and litigation cost estimates consistent with the settlement amount.

Tae Andrews strongly criticized the dissenting justices’ proposed approach to evaluating settlements, which would focus on the “real effect” or “practical result” rather than the negotiated terms.

“I could not disagree more and think this is a flawed, dangerous approach,” Tae told Law360. He emphasized that concepts like the “practical effect” or “real result” of a settlement do not appear in the insurance policy language. “Applying them as the dissent proposes would improperly allow a judge to substitute their opinion regarding what the agreement ‘really’ represented.”

Tae further noted that the majority correctly focused on the form and substance of the actual settlement agreement, stating: “The dissent bemoans the fact that the majority opinion analyzed the form of the actual settlement agreement itself and the subjective intent of the parties when settling, but that's exactly what courts are supposed to do when analyzing indemnity coverage — look at the actual facts.”

Read the full Law360 Insurance Authority article.

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Calfee’s Policyholder Insurance Coverage practice group has helped its clients manage and protect nearly $2 billion in insurance assets in recent years. The team serves corporate insurance policyholder clients in Ohio and nationwide, helping to manage and minimize the risks, losses, and liabilities that pose threats to clients. Calfee’s Insurance Coverage attorneys provide advisory and claims services, assisting clients with the placement and enhancement of their insurance policies, reviews of their existing policies, shaping and pursuing claims to get losses paid by their insurance companies, negotiating resolutions to disputed insurance claims, litigating coverage lawsuits against their insurers, and finding solutions for insurance coverage issues in corporate M&A deals. The team has experience with a wide array of policy types, from newer products such as cyber and M&A representations and warranties insurance, to more traditional policy forms such as commercial general liability (CGL), umbrella, excess, property, D&O, professional liability, and EPL policies, to more specialized policies such as builder’s risk, liquor, and aviation. Calfee's Insurance practice is ranked by Chambers USA 2025 in Band 1 in Insurance: Policyholder Law in Ohio. 

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