A new study highlighted on the Harvard Law School Forum on Corporate Governance, and posted by Subodh Mishra, Global Head of Communications at ISS STOXX, on Tuesday, April 14, 2026, quantifies how cyber incidents can have sustained and measurable negative impacts on shareholder value. The report, based on research conducted by ISS STOXX and ISS-Corporate (the study), analyzed cyber incidents among companies in the Russell 3000 over a multi-year period. Its findings are stark: companies experiencing significant cyber incidents underperform the broader market by approximately 5% on average over a three-year time period. 

Continue Reading Cyber Incidents’ “Long Tail” Impact on Shareholder Value

On April 10, 2026, International Business Machines Corporation (IBM) became the first company to settle with the Trump Administration to resolve allegations that it violated the False Claims Acts (FCA) by implementing diversity, equity, and inclusion (DEI) as part of its hiring practices.  As we have discussed in prior posts, this Administration has clearly signaled that it would use the FCA as part of its an anti-DEI campaign and that, as of late 2025, the DOJ had already launched investigations of DEI consideration in hiring or promotion at major U.S. companies.  

Continue Reading The IBM DEI False Claims Act Settlement and the D&O Risk Implications

The D&O Diary is on assignment this week in Europe, with the first stop in the German city of Frankfurt. Frankfurt is the premier financial hub of continental Europe, serving as the seat of the European Central Bank and the heart of the German banking industry. I always enjoy visiting Frankfurt, but there was something about this visit in particular that made me reflect on how much my views about Germany have changed over the years — and how much I enjoy visiting Germany — as discussed below.

Continue Reading Frankfurt

In February, I noted an emerging securities litigation trend involving pump-and-dump schemes characterized by thin public float, retail investor participation, and the amplifying effects of social media. Three subsequent pump-and-dump securities filings in February and March 2026, along with a recent federal court ruling involving social media platform liability, provide further evidence that these risks may be accelerating. Taken together, these developments have important implications for D&O liability exposure and for underwriters evaluating risks associated with low-float issuers and companies whose securities trading activity may be influenced by online promotional activity.

Continue Reading Follow-On Developments in Pump-and-Dump Litigation

One of the perennial management liability insurance coverage issues is whether a policy’s contractual liability exclusion precludes coverage for related tort claims filed alongside claims for breach of contract. Often, these issues turn on the specific wording of the exclusion involved. A recent insurance coverage decision from the Northern District of Illinois addressed these issues in the context of an underlying lawsuit involving both a breach of contract claim and a claim for tortious interference with contract. As discussed below, the court concluded, based on the specific language involved, that the exclusion did not preclude coverage for the tortious interference claim.

The Court’s March 31, 2026, opinion can be found here. An April 9, 2026 LinkedIn post about the court’s decision by Paul Curley of the Kaufman, Borgeest & Ryan law firm can be found here.

Continue Reading Contract Exclusion Does Not Bar Coverage for Tortious Interference Claim
Stephen Hourigan

In the following guest post, Stephen Hourigan presents his view that Delaware’s courts have reimagined the role of Corporate Boards’ Audit Committees, yet the D&O insurance underwriting approach has yet to catch up to these changes. Stephen is the Founder and CEO of Penguin AI. We would like to thank Stephen for allowing us to publish his article as a guest post on this site. Here is Stephen’s article.

Continue Reading Guest Post: The Audit Committee: D&O Underwriting is Behind Delaware Law

One of the interesting features of the rise of AI has been the advent of “AI-and” businesses – that is, businesses whose strategy is to apply AI tools to traditional business models. When “AI-and” business results fall short, securities litigation has sometimes followed. In the latest example of this kind of litigation, earlier this week a plaintiff shareholder filed a securities suit against Upstart Holdings, a company whose business model involves applying AI tools to traditional credit rating and lending services, after the results from the company’s AI-updated credit rating tool disappointed investors. A copy of the new Upstart Holdings complaint can be found here.

Continue Reading Lending Platform Hit with AI-Related Securities Suit

In recent years, leveraged buyouts have once again become a significant source of corporate and securities litigation risk, particularly where founder‑led or controller‑influenced companies pursue take‑private transactions with private equity sponsors. A newly filed Delaware Chancery Court complaint arising out of the 2025 take-private of Skechers U.S.A., Inc. (the “Skechers Complaint”) provides a timely example. The Skechers Complaint illustrates how these transactions can give rise to fiduciary duty claims, especially when minority stockholders allege that a controlling stockholder influenced both the timing and structure of a transaction to their own benefit. The case may also offer a useful lens through which to examine how recent developments in Delaware statutory and case law may affect the standard of review applicable to controller-led transactions.

Continue Reading A Delaware Take-Private Suit and Controller Buyout D&O Risk

One of the more interesting recent developments in the world of directors’ and officers’ liability and insurance has been the rise of collective actions and mass actions outside the U.S. Class actions are of course a well-established part of the litigation scene in the U.S., but at least traditionally class, mass, or collective actions have been rare outside the U.S. However, as discussed in a December 29, 2025, memo from the Labaton Keller Sucharow law firm entitled “Global Class Action Litigation: Causes, Effects and What’s Next” (here) a variety of changes in a number of jurisdictions has led to an increase in collective litigation outside the U.S., a development that could have important future implications for potential D&O liability.

Continue Reading The Continuing Rise of Collective and Mass Actions Outside the U.S.

As readers of this blog know, enforcement activity under the False Claims Act (FCA) has continued to expand, particularly in light of the Trump Administration’s recent efforts to prioritize fraud enforcement through its Task Force to Eliminate Fraud. At the same time, a new development may fundamentally alter the FCA enforcement landscape. On March 21, 2026, Eli Lilly and Company filed a petition for a writ of certiorari asking the United States Supreme Court to declare the FCA’s qui tam provisions unconstitutional (Eli Lilly Writ or Writ). 

Continue Reading A Writ Challenging Qui Tam and D&O Implications