Our people

Carolyn joined Reed Smith when the firm combined with Sachnoff & Weaver. She is on the firm's Executive Committee, is Chair of the Audit Committee, and also serves on the firm's Talent Committee. She frequently advises corporations, directors and officers, risk managers, insurance brokers, lawyers and other professionals on insurance coverage, corporate indemnification, and litigation matters nationwide and internationally. Carolyn also assists clients in evaluating insurance coverage and other protections when negotiating transactions and represents them in resolving coverage disputes. In addition, Carolyn is a member of the Social and Digital Media Task Force. She authored the Insurance Recovery chapter of the Social Media White Paper entitled "A Legal Guide to the Commercial Risks and Rewards of the Social Media Phenomenon."

Carolyn was selected by Corporate Board Member magazine as one of the country's 12 Legal Superstars and the top D&O liability insurance lawyer in August 2001 and was confirmed as the nation's top D&O liability insurance lawyer by Corporate Board Member magazine in a feature on superstar corporate attorneys in July 2004. In addition, Carolyn has been recognized by Chambers USA 2008-2010: America's Leading Lawyers for Business.

Representative Matters

• Frequently advises corporations, directors and officers, risk managers, insurance brokers, lawyers and other professionals on insurance coverage, corporate indemnification, and litigation matters nationwide and internationally.

• Assists clients in evaluating insurance coverage and other protections when negotiating transactions and represents them in resolving coverage disputes.

• Approved by U.S. Bankruptcy Court as special insurance coverage counsel to Spiegel, Inc. in connection with securities claims brought against Spiegel insureds.

• Approved by U.S. Bankruptcy Court as special counsel to Debtors in Lehman Bros. bankruptcy, the largest bankruptcy to date, to address insurance coverage issues.

Publications

• Contributor, "Network Interference: A Legal Guide to the Commercial Risks and Rewards of the Social Media Phenomenon," Reed Smith White Paper, November 16, 2009.
• "Mitigating Risks in Internal Investigations and Insurance Coverage" co-authored with Efrem M. Grail, "Enterprise Risk Management and COSO: A Guide for Directors, Executives and Practitioners," Cendrowski, Harry and Mair, William C., John Wiley & Sons, Inc., 2009.
• "Directors and Officers Liability Insurance: Key Issues," co-authored with Duane Sigelko, J. Andrew Moss, Yisroel Hiller, and Andrea Yassemedis, The American Strategic Institute 2008 National Summit on Insurance Risk Management for Financial Services, June 2008.
• "Avoiding Subpar Coverage For Subprime Claims," West's First Focus: The Subprime Crisis, a Thompson West Report (March 2008).
• "Securities Claims Against Directors and Officers: D&O Insurance, a Bridge Over Troubled Waters," co-authored with Sarah R. Wolff, Corporate Board Member 2007 Special Supplement.
• “Recent Corporate Governance Reforms Enacted to Deter Financial Fraud: The Sarbanes-Oxley Act of 2002 and Related Rules and Regulations,” co-authored with James A. Rolfes and J. Andrew Moss for The Handbook on Fraud Deterrence, published January 2007.
• “D&O Insurance: Ask Now, Sleep Later,” co-authored with Mark S. Hersh, Corporate Board Member Magazine, September/October 2005.
• “Analyzing Coverage and Resolving Claims under D&O Policies,” co-authored with Duane Sigelko and others in the Insurance Coverage Group, American Conference Institute 11th Annual Conference Materials, New York, June 16-17, 2005.
• “Taking Cover: D&O Insurance After Sarbanes-Oxley,” featured in Corporate Board Member Magazine, Special Supplement on Boardroom Liabilities, Heeding the Warning Signs of Risk, November/December 2004.
• “Trends and Developments in Directors’ and Officers’ Liability Insurance,” co-authored with Lana Raines, Manufacturers’ Alliance/MAPI Risk Management Council Conference Materials, Chicago, October 2004.
• “Potential Coverage for Claims Against In-House Counsel,” checklist co-authored with Lana Raines and adapted for distribution at the Association of Corporate Counsel Annual Meeting, October 2004.
• “Covering the Catastrophe: It’s A Matter of Insurance,” co-authored with Andrew Moss, Business Law Today, Vol. 13, No. 6, July/August 2004.
• “Protecting Directors, Officers, and General Counsel in the ‘New World’ of Insurance,” co-authored with Duane Sigelko, Kit Chaskin, Neil Posner and Venus McGhee, ABA General Counsel Forum Materials, June 2004.
• “Negotiating D&O Policies: Key Terms and Conditions,” co-authored with Duane Sigelko, Kit Chaskin, Neil Posner and Venus McGhee, Securities & Commodities Regulation, Vol. 37, No. 4, February 25, 2004.
• “Negotiating Directors’ and Officers’ Liability Insurance in Today’s Market: Key Policy Provisions and Considerations,” co-authored with Duane Sigelko, Kit Chaskin, Neil Posner and Venus McGhee, 31st Annual Securities Regulation Institute Conference Materials, January 2004.
• “Terms and Conditions in D&O Policies: Negotiating in Today’s Market,” co-authored with Duane Sigelko, Kit Chaskin, Neil Posner and Venus McGhee, American Conference Institute 9th Annual D&O Liability Conference Materials, December 2003.
• “The Impact of the Sarbanes-Oxley Act of 2002 on D&O Liability Insurance,” co-authored with Duane Sigelko, Kit Chaskin, Neil Posner and Lainie Simon, American Conference Institute 8th Annual D&O Liability Conference Materials, May 2003.
• “Directors’ and Officers’ Liability Insurance: What You Need to Know as a Director,” co-authored with Duane Sigelko, Kit Chaskin, Neil Posner and Lainie Simon, Kellogg Business School Corporate Governance Conference for Directors Program Materials, May 2003.
• “Directors’ and Officers’ Liability Insurance - Key Issues in Today’s Insurance Market,” co-authored with Duane Sigelko, Kit Chaskin, Neil Posner and Lainie Simon, Manufacturers’ Alliance Law Councils I and II Presentation Materials, April 2003.
• “A Review of Current Developments in Directors’ and Officers’ Liability Coverage,” co-authored with Duane Sigelko, Kit Chaskin, Neil Posner and Lainie Simon, Tulane Corporate Law Institute Presentation Materials, March 2003.
• “A Review of Current Developments in Directors’ and Officers’ Liability Coverage,” co-authored with Duane Sigelko, Kit Chaskin and Neil Posner, ABA Corporate Counsel Committee Mid-Year Meeting Presentation Materials, February 2003.

Speeches / Presentations

• Presenter, Manufacturers Alliance Law Council: "Social Media—Learning To Love Living With Friends, Tweeters, Avatars, and ViralVideos. A Holistic Review of Legal Issues, Risks, and Solutions Faced by Companies Engaged in and Targeted by Social Media Platforms," Ponte Vedra Beach, FL., March 11, 2010.
• Panelist, Reed Smith's Social Media Seminar," Managing Social Media Risks: What Your Company Needs to Know," March 9, 2010.
• Presenter, Manufacturers Alliance Risk Management Council: "Effectively Managing the Risk Associated with Corporate/Employee Use of Social Media--A Safety Net for the Net," Amelia Island, FL., January 28, 2010.
• Presenter, ACI D&O Liability Insurance Conference: "Negotiating Favorable D&O Policy Terms to Prevent Future Litigation," New York City, December 1, 2009.
• Moderator/Panelist, REBEX, Risk and Employee Benefits Conference and Exhibition: "Data Privacy and Security: Claims and Coverage," Wheeling, IL., October 23, 2009.
• Panelist, Reed Smith's Financial Services Litigation Hot Topic Teleseminar Series, "Maximizing Insurance Coverage," March 10, 2009.
• Moderator/Panelist, REBEX, Risk and Employee Benefits Conference and Exhibition: "D&O Insurance, Protecting Directors and Officers in the Hot Seat," Wheeling, IL., October 23, 2008.
• Presenter, Manufacturers Alliance Risk Management Council Conference: "The D&O Insurance Front: Where Are The Battles and What Can We Do About Them?" Chicago, IL., September 25, 2008.
• Presenter, Mealey's Subprime Mortgage Litigation & Insurance Coverage Conference: "Defense Expense and Claims Management Issues Arising from Subprime Litigation," Washington, D.C., June 19-20, 2008.
• Panelist/Moderator, Corporate Board Member Magazine Roundtable: "Risk Management Goes Global," June 10, 2008.
• Presenter, The American Strategic Management Institute 2008 National Summit on Insurance Risk Management for Financial Services: "Understanding Key Issues Around E&O and D&O Liability Insurance," Washington, D.C., June 18-20, 2008.
• Presenter, Navigant Consulting, Inc. Legal Roundtable: “Are You Covered? Avoiding Sub-Par Coverage for Sub-Prime Claims,” Chicago, IL , May 7, 2008.
• Panelist, ABA Insurance Committee Annual Meeting: "Peeling the Onion: Layers of New D&O Coverage Issues," Tuscon, February 27-March 1, 2008.
• Panelist, ABA Corporate Counsel Committee Mid-Year Meeting: "D&O Insurance: Protecting Directors in the Hot Seat," Scottsdale, February 14-17, 2008.
• Panelist, American Bankers Association Conference: "Avoid Out of Pocket Losses: Maximizing Insurance Recovery Claims from Start to Finish," October 2007.
• Panelist, Reed Smith Richards Butler Roundtable: "Are You Covered?: Indemnification, Insurance and Other Protections for Directors, Officers and the Company," London, June 2007.
• Speaker, RIMS 2007 Annual Conference: D&O Market Conditions and Coverage Updates, New Orleans, May 2, 2007.
• Speaker, American Conference Institute's 13th Annual D&O Liability Insurance Conference: Resolving Coverage Disputes with Multiple or Inconsistent Policy Provisions, New York, April 18-19, 2007.
• Speaker, American Conference Institute’s 12th Annual D&O Liability Insurance Conference, New York, May 22-24, 2006.
• Panelist, 2006 NYU Directors' Institute: “Acute Issues Facing Boards Today,” New York, May 19, 2006.
• Speaker, Manufacturers Alliance/MAPI’s Risk Management Council: “A Review of Current Trends and Developments in D&O Insurance,” Cleveland, Ohio, May 18-19, 2006.
• Speaker, Chicago Finance Exchange, "Board Armor: Indemnification and Insurance," January 24, 2006.
• Speaker, ABA Section of Business Law Fall 2005 Meeting: "Indemnifying and Insuring Management in Crisis," Washington, D.C., November 18, 2005.
• Moderator, PricewaterhouseCoopers General Counsel Forum Beyond the Magic Kingdom: "Directors’ Duties and Board Best Practices," October 20, 2005.
• Panelist, “Executive Risk Symposium,” sponsored by Dann Insurance, Rosemont, Illinois, June 16, 2005.
• Speaker, Mealey’s Conference: “Resolving Coverage Disputes: Key Terms and Issues,” New York, March 1, 2005.
• Speaker/Moderator, ABA Corporate Counsel Committee’s Mid-Winter Meeting: “Resolving Coverage Disputes: Key Terms and Issues,” Orlando, February 17-20, 2005.
• Featured speaker, National Association of Certified Valuation Analysts, Chicago Training Institute: “Board Armor In The Post Sarbanes-Oxley World: Risk Reduction and Insurance,” Chicago, October 2004.
• Speaker, NYU Directors’ Institute: “Director Liability Concerns,” in New York, May 2004.
• Panelist, Midwest Regional Conference for Women in the Law: “Marketing Through the Various Stages of Your Career,” Minneapolis, April 2004.

Experience

Legal Education

Undergraduate Education

Professional Affiliations

• Awarded a Top Lawyer Designation with the Leading Lawyers Network 2008 member network
• Co-chair, American Bar Association (“ABA”) Corporate Counsel Committee’s Subcommittee on Insurance Coverage
• Recognized as one of Illinois’ top insurance lawyers by Who’s Who Legal, the International Who’s Who of Business Lawyers, 2006-2008.
• Recognized as Super Lawyer by Illinois Super Lawyers magazine, 2006 - 2010
• Recognized by Chambers USA 2008-2010: America's Leading Lawyers for Business

Notable Quotes

• "Audit Committee Checklist: D&O Coverage," quoted in Compliance Week, July 2010
• "Goldman Legal Woes Could Hit Insurers," quoted in Business Insurance, April 2010.
• "Rise In Bribery Probes May Hit D&O Insurers," quoted in Business Insurance, November 2009.
• "D&O Insurance: The Latest Trends," quoted in Practical Law, November 2009.
• "Lawyer-Client Relationships Go Both Ways," quoted in Corporate Board Member Magazine, Special Issue, July/August 2007.
• "Unmasking The Seven Secrets of The Greatest Lawyers" quoted in Corporate Board Member Magazine, Special Issue, July/August 2006.
• "Paying out of your own pocket: What you need to worry about, and what you don't," quoted in Corporate Board Member Magazine, July/August 2005.
• "Lawyers Play New Role in D&O Insurance Process," quoted in Dow Jones & Company, Inc., May 25, 2005.
• "Sox-ERA Coverage Tough to Come by," quoted in Risk and Insurance, April 15, 2005.
• "U.S. Insurers Broadening Side A Policies," quoted in Business Insurance, November 1, 2004.
• "Buyers Cautious, Optimistic About D&O Market," quoted in National Underwriter, October 18, 2004.
• "The 10 Trickiest Legal Challenges for Directors Today," quoted in Corporate Board Member Special Legal Issue, July 2004.
• "Guiding Governance," quoted in Crain's Chicago Business, February 17, 2003.
• "Corporate Buyers Can Still Be Choosy When Shopping In D&O Market," quoted in National Underwriter, December 2, 2002.
• "D&O Cases Highlight Exec Risk:  Fees on fees at center of coverage rulings," quoted in Business Insurance, September 2, 2002.

Interviews

• Sky Radio: America's Most Influential Women, a program dedicated exclusively to providing insight and wisdom from the world’s most powerful women, American Airlines, July 2006.

Special Features

• "Directors and Officers Liability Insurance Striking Out Risk," featured in roundtable discussion in Corporate Board Member Magazine 2003 Special Supplement.
• "Risk Management Goes Global," panelist/moderator in roundtable discussion featured
  in Corporate Board Member Magazine 2008 Special Supplement.