People
Edward C. Carleton
Partner
- New York
Biography
Edward (Ted) Carleton is a highly skilled lawyer who offers clients deep expertise in insurance coverage and litigation counsel. In his almost two decades of practice, he has garnered extensive experience collaborating with both domestic and international insurers. He specializes in matters related to directors and officers, representations and warranties, errors and omissions, fiduciary and employment practices coverages. Leveraging his broad experience, Ted also provides strategic counsel to insurance companies and a wide range of businesses in matters concerning professional liability litigation, commercial disputes, and bankruptcy cases. Ted also serves as the firm’s Practice Management Leader of the Directors and Officers (D&O) Practice.
Client feedback in Chambers USA describes Ted as “extremely responsive and takes a client-focused approach” – an apt descriptor which is at the heart of why he practices law.
Client feedback in Chambers USA describes Ted as “extremely responsive and takes a client-focused approach” – an apt descriptor which is at the heart of why he practices law.
Honors
- New York Super Lawyers, 2017 - 2024
- New York Super Lawyers, Rising Stars, 2014 - 2016
Professional Associations
- Association of the Bar of the City of New York, Member
- American Bar Association, Tort, Trial and Insurance Practice Section, Professional Liability Insurance Committee, Vice-Chair, 2016 - 2017
Experience
Select seller-side experience:
EXPERIENCE
- INSYS Therapeutics, Inc. v. XL Specialty Insurance Company, (U.S. Bankruptcy Court for the District of Delaware, May 29, 2024). Prevailed on a summary judgment motion for XL Specialty Insurance Company. The Delaware bankruptcy court found that the policy's prior and pending litigation precluded coverage under the XL Policy for the noticed litigation because it related to a qui tam matter which was filed under seal prior to the prior and pending litigation date.
- Rodriguez v. Great Am. Ins. Co., No. CV N21C-11-051 JRS, 2022 WL 591762, at *1 (Del. Super. Ct. Feb. 23, 2022). Successfully moved to dismiss direct action brought by shareholder plaintiffs against D&O insurer client based on the insured’s breach of the policy’s no action clause.
- XL Specialty Ins. Co. v AR Capital, LLC, 2021 NY Slip Op 30319(U) (N.Y. Sup. February 2, 2021).Together with co-counsel, secured summary judgment on behalf of directors and officers liability insurers with the court holding that settlements by a limited liability company of a securities class action, derivative actions and an SEC consent order were not covered Loss because the director and officer defendants were not sued in their insured capacities and because the dual capacity exclusion barred coverage for the claims.
- Tagged, Inc. v. Scottsdale Ins. Co., No. CIV. JFM-11-127, 2011 WL 2748682 (S.D.N.Y. May 27, 2011). Obtained dismissal of a lawsuit seeking coverage for fees the plaintiff incurred defending and settling an investigation by the New York Attorney General into whether the plaintiff's social networking website facilitated sexually predatory behavior. Dismissal was principally based on the policy's professional services exclusion.
- Greenman-Pedersen, Inc. v. Travelers Casualty & Surety Co. of America, No. 10 CIV. 2777 BSJ, 2011 WL 3796336 (S.D.N.Y. Aug. 10, 2011). Obtained dismissal of coverage lawsuit brought by one company executive against other company executives arising out of an unsuccessful acquisition. Successfully argued that the policy's "Insured v. Insured" exclusion applied to preclude coverage.
- Successfully obtained summary judgment via bench ruling in coverage action by relying on the policy's notice provision in New Jersey state court.
- Defended multi-national CGL carrier in a coverage action arising out of a products liability related wrongful death where complicated issues have arisen concerning parent-subsidiary indemnity and the associated effects on coverage.
Representations & Warranties EXPERIENCE
Select seller-side experience:
- Served as counsel for a London insurer which issued a $15 million seller-based representations and warranties policy to an individual owner of several franchised U.S. hotel locations. Provided advice in litigation and resolution strategy discussions, reviewed and processed defense costs, and prepared settlement and release paperwork.
- Served as counsel for a London insurer in a claim stemming from the sale of operating units of a European corporation. The representations and warranties policy covered damages resulting from breaches or inaccuracies in the seller’s statements in the Asset Purchase Agreements. The purchaser initiated arbitration against the seller, who filed a claim under the representations and warranties policy.
- Served as counsel for an insurance consortium in a claim resulting from the sale of a manufacturing company’s assets. The representations and warranties policy covered losses arising from breaches of specific statements in the Asset Purchase Agreement.
- Served as counsel for an insurer which issued a $3.1 million buyer-based representations and warranties policy in connection with the insured’s acquisition of an online education platform.
- Served as counsel for an insurer which issued a $25 million buyer-based representations and warranties policy in connection with the insured’s acquisition of a direct-to-consumer technology platform.
- Served as counsel for an insurer which issued a $22 million buyer-based representations and warranties policy in connection with the insured’s acquisition of a tax preparation software company.
Results
Delaware Court Dismisses D&O Coverage Suit Based on the Insureds’ Default in an Underlying Class Action
06/07/2022Skarzynski Marick & Black attorneys Ted Carleton and Juan Luis Garcia, representing Great American Insurance Company, obtained a favorable dismissal in a coverage action in the Delaware Superior Court.
Skarzynski Marick & Black Wins Summary Judgment on Insured Capacity and Uninsurability of Disgorgement
02/02/2021Skarzynski Marick & Black attorneys Alexis Rogoski, Ted Carleton and Juan Luis Garcia, representing Freedom Specialty Insurance Company, along with other non-settling excess
insurers, obtained favorable rulings on summary judgment in the New York State Supreme Court for the County of New York.
insurers, obtained favorable rulings on summary judgment in the New York State Supreme Court for the County of New York.
Skarzynski Black Wins Summary Judgment on Professional Services Exclusion
02/16/2016Skarzynski Black won summary judgment in favor of Scottsdale Indemnity Company. See, Strategic Forecasting, Inc. v. Scottsdale Indem. Co., No. 12CV5389JMAARL, 2015 WL 9694796 (E.D.N.Y. Sept. 30, 2015). Strategic Forecasting involved a data breach class action filed against the Insured (“Stratfor”), an operator of a web-based purveyor of geo-political intelligence content and analysis. SB’s client, Scottsdale, issued a D&O Policy to Stratfor. Stratfor sought coverage for the class action; Scottsdale denied coverage arguing that the Scottsdale Policy’s broad-form professional services exclusion, which excluded coverage for all claims “arising out of” professional services, precluded coverage for the class action. Scottsdale maintained that the operation of a website was inherently a professional service, and claims arising out of the website’s negligent operation were therefore excluded from coverage.
publications & presentations
- Recent Developments in Private Equity Litigation, 15th Annual D&O Insurance ExecuSummit, May 2019, Presenter.
- Recent Developments in Private Company D&O, 14th Annual D&O Insurance ExecuSummit, May 2018, Presenter.
- Guest Post: SEC Enforcement Data: Midyear Review, The D&O Diary, May 2017, Co-Author.
- Recent Developments in Private Equity Litigation, 13th Annual D&O Insurance ExecuSummit, May 2017, Presenter.
- Guest Post: The Nuts & Bolts of SEC Investigations & Enforcement, The D&O Diary, January 2017, Co-Author.
- The Sharing Economy: A New Frontier in Management Liability?, IRMI, July 2016, Co-Author.
- The Sharing Economy: New Regulations and Related Exposures, 12th Annual D&O Insurance ExecuSummit, May 2016, Presenter.
- Modern Interpretation and Application of the Insured v. Insured Exclusion, Professionals', Officers' and Directors' Liability Committee Newsletter, Summer 2015, Co-Author
- The Jumpstart Our Business Startups (Jobs) Act: An Overview of the Act and its Potential Impact on the Professional Liability Insurance Industry, Professionals', Officers' and Directors' Liability Committee Newsletter, Summer 2014, Co-Author.
- Recent Developments Relating to the Definition of What is a "Loss" under Common D&O and Professional Liability Coverages, TIPS Audio Webinar, June 2014, Presenter.