John McCarrick

Those who follow Directors’ and Officers’ indemnification and advancement issues know that there are a host of recurring questions surrounding executives’ advancement rights, including whether there are duration or amount limits on a company’s advancement obligations. In the following guest post, John McCarrick, a partner at the Robinson & Cole law firm in New York, takes a look at these issues in the context of recent high-profile dispute involving executives at JPMorgan. Our thanks to John for allowing us to publish his article guest post on this site. Here is John’s article.

Continue Reading Guest Post: When D&O Advancement Becomes a Blank Check

Continuation Vehicles (CVs) have grown in popularity with private equity (PE) firms as traditional exit routes, such as IPOs and strategic sales, have become unfavorable due to geopolitical turmoil, macroeconomic and AI- driven disruption.  However, the same features that make CVs attractive for PE sponsors may also create D&O and E&O exposure, as sponsors typically control key aspects of the transaction, including valuation, process design, and investor disclosures.

Continue Reading Continuation Vehicles and Private Equity Management Liability Risk

Since the dawn of time, one of the biggest D&O insurance coverage issues has been allocation – that is, the division of loss between covered and noncovered claims or between covered and noncovered parties. After a series of developments in the mid-90s, including the standardization of policy allocation language, litigated allocation disputes became less frequent (though to be sure, allocation is still very much an issue in many D&O insurance claims.) However, in recent years, there has been a series of Delaware court decisions revisiting both allocation issues and what has become the standard D&O insurance allocation provision.

In the latest example of the reemergence of litigated allocation disputes, a Delaware court has held that the “Larger Settlement Rule” should be used to resolve an allocation dispute, notwithstanding the presence in the applicable allocation provision of relatively standard “relative exposures” language. With this latest decision, and in light of the other recent Delaware allocation decisions, some differentiating principles can be discerned, as discussed below.

A copy of the Delaware Superior Court’s June 18, 2026, decision in the Hemisphere Media Group case can be found here. The July 10, 2026, LinkedIn post of Geoffrey Fehling of the Hunton Andrew Kurth law firm discussing the court’s allocation decision in the Hemisphere case can be found here.

Continue Reading Del. Court: “Larger Settlement Rule” Applies to Insurance Allocation Dispute

A securities class action filed against ZoomInfo Technologies, Inc. and certain of its directors and officers on June 25, 2026, highlights what may be the next phase of AI-related securities litigation. Unlike many earlier AI-related lawsuits, which alleged that companies overstated their AI capabilities, the Zoom complaint alleges that the company accurately described its AI initiatives but failed to disclose that AI was simultaneously disrupting its legacy business model.

If this theory gains traction, it could represent another evolution in AI-related securities litigation: from alleged AI washing to alleged underdisclosure of AI-related business risks.

Continue Reading AI-Related Securities Litigation Continues to Evolve

The third episode of The D&O Diary Podcast Series is now live. Building on our June 30, 2026, post discussing first-half federal court securities class action lawsuits, this episode explores the factors and  trends driving the number of current suit filings.

In this podcast, we discuss the overall increase in the total number of federal court securities suits during the first six months of 2026; the continued emergence of AI-related securities litigation; and the significant role that stock manipulation and promotion-related claims in the number of securities suits that have been filed so far this year. We also examine what these developments may mean for public companies, directors and officers, and D&O insurers in the months ahead.

Continue Reading The D&O Diary Podcast Series – Episode 3: Securities Class Action Suit Filing Trends
Thomas Boley

In the following guest post, Thomas Boley, an associate at the Wiley Rein LLP law firm, takes a closer look at the Up-C corporate structure, and considers the claims that can arise due to the issues the corporate structure can present, as well as the insurance coverage issues that these claims may involve. Our thanks to Thomas for allowing us to publish his article as a guest post on this site. Here is Thomas’s article.

Continue Reading Guest Post: D&O Risks in Up‑C Dilution Claims

For more than two decades, The D&O Diary has chronicled successive waves of securities litigation involving foreign companies with shares listed on U.S. exchanges. The Chinese reverse merger cases of the early 2010s centered on alleged accounting fraud. More recently, a new cluster of lawsuits has emerged involving low-float stocks, artificial intelligence announcements, SPACs, and alleged market manipulation. 

A lawsuit filed in the Southern District of Texas on June 23, 2026, brings many of these themes together and may signal an emerging variant of cross-border securities fraud. The complaint combines four themes that have increasingly appeared in D&O litigation: sanctions, cryptocurrency, low-float trading, and cross-border market manipulation.

Continue Reading New Lawsuit Suggests Evolution in Cross-Border Securities Fraud

The private credit industry’s litigation wave continues to evolve. A newly filed lawsuit against Blue Owl Technology Credit Advisors LLC targets a core feature of modern private credit structures: whether an investment adviser can be held liable for collecting advisory fees on payment-in-kind (“PIK”) income that may never be realized in cash.

A copy of the complaint can be found here.

Continue Reading Private Credit Excessive Fee Lawsuit Over Payment-In-Kind

How will artificial intelligence (AI) impact the D&O liability and insurance landscape?

The D&O Diary, in collaboration with Allianz Commercial, has prepared a survey, to allow us to better understand the views of D&O insurance industry participants about AI. The survey form is available here. The survey will remain open through July 20, 2026.

We hope that you will participate in the survey, which only takes a few minutes to complete. Your insights will allow us to develop a better understanding of the emerging risks, opportunities, and challenges that AI may present for the D&O insurance industry.

The results of the survey will be shared on the D&O Diary and Allianz Commercial’s website. Our thanks in advance to all who take the time to complete the survey.

Please contact us directly if you have any questions.

One of the much-discussed concerns in the insurance industry about artificial intelligence (AI) is the risk of “silent AI” – that is, the seepage of AI-related matters into various insurance coverages that were not intended (at least not consciously) to provide coverage for these kinds of exposures. A new shareholder derivative lawsuit filed against the board of Microsoft provides an illustration of these kinds of concerns in operation. The new derivative suit is a follow-on to prior underlying litigation in which copyright holders allege Microsoft used the holders’ copyright materials to develop its AI products. The new derivative lawsuit alleges that Microsoft’s directors violated their duties to the company by knowingly allowing copyright infringement, causing harm to the company.

The new lawsuit, discussed below, shows how a matter that would not typically be covered under a D&O policy (copyright infringement) can translate into a potentially covered matter (a breach of fiduciary duty lawsuit), and it also shows how AI-related exposures can seep into D&O insurance coverage, as well. A copy of the June 30, 2026, lawsuit filed against certain of Microsoft’s directors and officers can be found here.

Continue Reading New Microsoft Derivative Lawsuit: “Silent AI” and D&O Exposure