This past week I was on assignment for The D&O Diary at the PLUS Conference in San Diego. The conference provided an opportunity to attend educational sessions, reconnect with industry colleagues and friends, and participate in a televised interview. This year’s event was particularly meaningful for me because I also had the privilege of serving on the PLUS conference content committee. Having been involved in the planning process, it was rewarding to see the program come together so successfully. And, contrary to what some might expect in 2026, not every discussion was about artificial intelligence.

With PLUS President La’Vonda McLean, Esq., Managing Director at Marsh
With Allison Martin, 2026 PLUS Conference Chair and SVP at Chubb
With Robbie Thompson, CEO of PLUS

USS Essex and an Opportunity to Give Back

As the daughter of a veteran, I particularly appreciated the opportunity to tour the USS Essex, a Wasp-class amphibious assault ship homeported in San Diego. Walking across the flight deck and through portions of the ship provided a fascinating look at the scale and complexity of modern naval operations, while also serving as a reminder that missions of that magnitude can only succeed through teamwork, discipline, and trust.

Following the tour, attendees participated in a PLUS Foundation community service project with Zero8Hundred, a nonprofit organization that helps veterans and service members successfully transition to civilian life. Participants assembled basic-needs bags while learning about the organization’s work supporting veterans through mental health services, workforce development programs, suicide prevention initiatives, and other resources designed to help former service members build successful civilian careers.

USS Essex
On our tour of the Essex with 27 year-naval-service member

A Party on an Aircraft Carrier

The military theme continued into the conference itself. The official welcome reception was held aboard the USS Midway, the retired aircraft carrier that has become one of San Diego’s most recognizable landmarks. Against the backdrop of San Diego Harbor, attendees had the opportunity to mingle while exploring one of the most storied vessels in U.S. naval history.

Aboard the USS Miday with Jamie Filipovic, Partner at O’Hagen Meyer
Lisa Frist, Esq., Senior Vice President, Claims Account Executive at McGriff (Marsh)

Jesse Cole and Teamwork

The conference’s opening keynote featured Savannah Bananas founder Jesse Cole, whose remarks focused on customer experience, innovation, and organizational culture. While much of the discussion centered on creating memorable experiences and client service, one point particularly stood out: successful organizations function best when individuals understand how to work together in pursuit of a common objective.

Jesse Cole, Savannah Bananas

Col. Nicole Malachowski, USAF (Ret.)

The luncheon keynote featured Col. Nicole Malachowski, USAF (Ret.), whose remarkable career included becoming the first woman to fly with the Air Force Thunderbirds. Malachowski spoke about leadership, resilience, and teamwork, emphasizing that even elite performers depend on the trust and support of those around them. Given the conference’s Veterans Day setting, her remarks were especially impactful.

Her observations also echoed a lesson I have learned through my work with Kevin on The D&O Diary: while individual contributions matter, sustained success is usually the product of collaboration. Whether covering industry developments, attending conferences, or producing content for readers, the end result is often better because of the perspectives and efforts of a trusted teammate.

With Col. Nicole Malachowski, USAF (Ret.)

Education

One of the most interesting sessions for me at the PLUS Conference was an interactive panel moderated by Machua Millett, Chief Innovation Officer & Alternative Investment Practice Leader at Lockton, and featuring Kimberly Melvin, founding partner of Tyka Law, LLP, Cathy Padalino, Head of Underwriting, Financial Lines at Zurich North America, Christopher Polechronis, SVP, Executive and Professional Lines for Financial Institutions, BHSI, and William Pruitt, Partner at Kirkland & Ellis LLP.

Using a “choose your own adventure” format built around a leveraged technology company, the panel walked attendees through the key decisions and turning points that can take a business from a successful private equity-backed growth story to financial distress and bankruptcy. As the company’s circumstances evolved, the discussion highlighted how directors’ responsibilities, stakeholder pressures, and D&O exposures change at each stage, while also providing a practical look at how underwriters evaluate and price risk as an account moves from growth to restructuring. The session concluded with a discussion of the claims that often follow a bankruptcy filing, making for an engaging and highly relevant examination of the full D&O risk lifecycle.

Carl Metzger, Eric Andersen and Michelle Sartain

Another standout session was A View from the Top: Leading Through Uncertainty, moderated by Carl Metzger, Partner at Goodwin Procter, LLP, and which featured Eric Andersen, President & Chief Executive Officer of American International Group, Inc. (AIG), and Michelle Sartain, Managing Director, Regional Head of Marsh Specialty, US/Canada discussing the broader forces reshaping the insurance marketplace. The panel explored the implications of geopolitical instability, economic uncertainty, technological change, and shifting market dynamics, while emphasizing the importance of adaptability, leadership, and strategic decision-making in an increasingly unpredictable environment.

Joan Woodward

On the conference’s final day, attendees heard from Joan Woodward, President of the Travelers Institute and a longtime favorite on the insurance conference circuit. Woodward delivered her customary blend of economic analysis, business insight, and public policy commentary, providing attendees with a useful perspective on the macroeconomic and geopolitical forces influencing the business and insurance environment. As always, she brought a complex and rapidly evolving landscape into focus in a way that was both informative and engaging, making her presentation a fitting capstone to the conference’s educational programming.

PLUS Conference Location – San Diego Marina

In the following guest post, Larry Fine and John Orr discuss a recent Fourth Circuit decision that could have significant implications for securities class action litigation and D&O insurance. Examining the court’s ruling in the Boeing securities lawsuit, they consider whether heightened judicial scrutiny of plaintiffs’ damages methodologies may make class certification a more contested and less predictable stage of securities litigation. They also explore the potential ramifications for defense strategies, litigation costs, and D&O insurance coverage. Larry Fine and John Orr are with Willis’s Financial and Executive Risks (FINEX), North America. Larry is the Management Liability Coverage Leader, and John is the D&O Liability Product Leader. Our thanks to Larry and John for allowing us to publish their article on our site.

Continue Reading Is the Era of Predictable Securities Class Certification Coming to an End?

I am sure that many of you, like me, when you heard the news about Nvidia CEO Jensen Huang’s extramarital affair with a woman who may have been a Chinese spy, immediately thought, “Well, that could make for an interesting D&O claim.” It certainly didn’t take long for the first lawsuit related to the circumstances to be filed. On November 9, 2026, a plaintiff shareholder filed a securities class action lawsuit against the company and Huang, with allegations relating to Huang’s supposed affair. The securities class action complaint can be found here.

Continue Reading Nvidia CEO’s Chinese Spy Affair Leads to Securities Suit

The race to fund the artificial intelligence buildout has become one of the defining corporate stories of the current market cycle. As The D&O Diary has previously noted, companies are committing unprecedented resources to AI infrastructure and related investments to try to develop or maintain a competitive advantage.

A newly filed shareholder lawsuit against Meta Platforms (Meta) illustrates how the enormous capital demands associated with an artificial intelligence buildout can intersect with traditional corporate governance concerns. On October 27, 2026, Meta shareholders filed a putative class action in the Delaware Court of Chancery against Mark Zuckerberg and the company’s directors seeking to enjoin a newly approved recapitalization creating a class of non-voting shares. The action was filed shortly after Meta announced plans for a potentially record-setting capital raise intended in part to fund its AI expansion. Rather than focus on AI-related disclosures, products, or business practices, as such, the lawsuit challenges a governance transaction that Meta has defended as providing the flexibility necessary to pursue its long-term AI investment strategy.

Continue Reading Meta’s AI Capital Raise Plan Draws Delaware Fiduciary Duty Challenge

The latest episode of The D&O Diary podcast is now available. In this episode we welcome Jeroen van Kwawegen, co-founding partner of the  Johnson Van Kwawegen law firm and one of the leading attorneys representing institutional investors and shareholder plaintiffs in securities litigation, shareholder derivative actions, and other complex corporate governance disputes.

As a lawyer who has been involved in many of the most significant investor and shareholder cases in recent years, Jeroen offers a valuable perspective on the current state of securities and corporate governance litigation, as well as the trends that may shape future shareholder claims.

Among other topics, we discuss developments in the securities class action landscape, evolving corporate governance challenges, and the impact of recent legislative and regulatory developments on investor rights and corporate accountability. We also examine the SEC’s shifting priorities, ongoing debates surrounding mandatory arbitration and public company reporting requirements, and how advances in artificial intelligence may affect both companies and the plaintiffs’ bar.

Looking ahead, Jeroen shares his views on potential AI-related securities litigation, the implications of a possible market correction, and the issues that public companies, their directors and officers, investors, and D&O insurers should be watching most closely.

One of the most interesting aspects of this podcast is the opportunity it provides to hear directly from a prominent shareholder plaintiffs’ attorney about the factors that drive securities and fiduciary duty litigation, how the plaintiffs’ bar is adapting to changing market conditions, and where future litigation may emerge.

Jeroen’s observations are thoughtful, candid, and perceptive throughout. We are very grateful to him for joining us for this conversation.

We hope you enjoy the episode.

🎧 Listen now on:

Apple Podcasts: https://podcasts.apple.com/us/podcast/the-d-o-diary-podcast/id1896880954?i=1000800303657

Spotify: https://open.spotify.com/episode/6cKazhUK21W9ykBSDq3r8k?si=72d58ed91f184ffd

YouTube: https://youtu.be/BrizHVXkgsE

Dr. Gleb Tsipursky, PhD

In the following guest post, Gleb Tsipursky, PhD, examines how recent research involving advanced AI systems may inform corporate governance, cyber-risk oversight, and enterprise risk management. As he explains, the findings highlight emerging challenges for boards and executives charged with overseeing AI deployment, information security, and organizational controls. Drawing on original OpenAI and METR research, as well as the NACD’s 2026 Director’s Handbook on Cyber-Risk Oversight, he discusses the lessons these developments may hold for directors, officers, risk professionals, and insurers. Our thanks to Gleb for allowing us to publish his article on our site.

Continue Reading The Board’s Next AI Question: Show Me the Stop-Test Evidence

The D&O Diary has continued to follow the growing number of securities lawsuits alleging that companies understated the impact of tariffs, sanctions, and other geopolitical developments on their business and financial results. A newly filed securities class action lawsuit arising out of the take-private acquisition of Skechers USA, Inc. presents an interesting twist on that increasingly familiar theme. Rather than alleging that the company downplayed tariff-related risks, the plaintiffs contend that Skechers overstated the anticipated impact of tariffs in order to support lower financial projections, justify a reduced valuation, and ultimately facilitate a take-private transaction at a price that allegedly undervalued the company.

Continue Reading Tariff Risk Was Used to Depress Deal Value, New Securities Suit Alleges

The continued expansion of the False Claims Act (FCA) as a governmental enforcement mechanism presents growing liability and insurance coverage challenges for companies and their insurers. In the current environment, a September 29, 2026, federal district court decision represents a significant policyholder victory in a coverage dispute arising from a DOJ investigation, Civil Investigative Demands (CIDs), and a related FCA qui tam action. The court held that coverage was available to public-sector consulting company Guidehouse, Inc., under its Technology and Professional Liability policy for defense costs, a $7.6 million settlement, and expenses incurred in responding to CIDs.

Continue Reading District Court Upholds Coverage for FCA Investigation and Settlement

Over the past couple of years, The D&O Diary has followed the growing “DExit” movement, including the increasing number of public companies that have either reincorporated outside Delaware or publicly explored doing so, and the resulting implications for corporate governance, shareholder litigation, and D&O risk.

To date, a key unanswered question has been whether changing a company’s state of incorporation would meaningfully alter litigation exposure in practice. An October 2, 2026, decision by the Texas Business Court involving Coinbase may be the first significant indication that it can.  A copy of the Coinbase decision can be found here.

At the same time, an October 23, 2026, Delaware Chancery Court opinion approving the $250 million settlement of the long-running Activision Blizzard merger litigation underscores a parallel development: even as some companies depart Delaware, Delaware courts continue to preside over some of the largest and most consequential shareholder cases in the country. Indeed, Chancellor Kathaleen McCormick described the Activision settlement as the largest cash recovery ever obtained in Delaware Court of Chancery litigation challenging a third-party merger. A copy of the Chancery Court’s approval of settlement and attorneys’ fees can be found here.

Continue Reading Texas Courts Begin to Define the Consequences of Reincorporation