During my panel, “Shifting Ground: D&O in a Changing World,” at the Professional Underwriting Liability Society (PLUS)’s annual D&O Symposium, I noted the potential for emerging risks stemming from the U.S. government’s recent role as a shareholder in publicly traded companies, including Intel Corp. (Intel).

On March 5, 2026, an Intel investor filed his Verified Stockholder Derivative Complaint in Delaware Court of Chancery under seal against, among others, Intel’s CEO Lip-Bu Tan and U.S. Commerce Secretary Howard Lutnick (Intel Derivative). Certain exhibits to the Intel Derivative were made public. The following discusses the Intel Derivative and potential corporate governance challenges that increased government equity ownership may raise for U.S. companies.

The Intel Derivative

The Intel Derivative was filed by shareholder Richard Paisner. The exhibits attached to the complaint include a November 21, 2025, 220 books-and-records demand (220 letter) made by Paisner under Delaware law. In that demand, he sought access to corporate documents in order to investigate potential misconduct related to the government equity transaction.

According to the 220 letter, the U.S. government’s equity transaction “raises significant red flags” regarding whether Intel’s fiduciaries placed their own interests ahead of those of minority shareholders. The shareholder also suggested that the company may have been pressured into accepting the equity deal by officials at the U.S. Department of Commerce after the company faced criticism regarding its progress under federal semiconductor programs.

Intel allegedly rejected the books-and-records demand, stating that the shareholder had not established a credible basis to infer wrongdoing or mismanagement by the company’s directors or officers.

The Government Stake in Intel

The Intel Derivative allegations arise out of a 2025 transaction under which the United States government received approximately a 9.9% stake in Intel. The equity was issued in connection with the release of roughly $8.9 billion in funding previously awarded to the company under federal semiconductor initiatives, including grants authorized by the CHIPS and Science Act of 2022 (CHIPS Act).

An Intel Press release from August 22, 2025, indicated that the government’s equity stake would be funded by $5.7 billion in grants previously awarded, but not yet paid, to Intel under the CHIPS Act and $3.2 billion awarded to the company as part of the Secure Enclave program. The $8.9 billion investment was addition to $2.2 billion in CHIPS Act grants previously received by Intel, making for a total investment by the U.S. Government of $11.1 billion. In connection with the funding release, the government received common shares representing roughly ten percent of Intel’s outstanding equity.

While the U.S. government has taken equity stakes in companies during financial crises, including during the 2008 Financial Crisis, when the government acquired interests in firms such as General Motors and American International Group, Intel was not facing insolvency or a liquidity crisis. While Intel’s market valuation had been declining and the company faces growing international competition in the semiconductor industry, the government investment was messaged to be part of a broader industrial policy effort to strengthen domestic semiconductor production and supply chains.

Discussion

Although the merits of Intel Derivative remain to be seen, the litigation highlights several governance questions that may result in D&O exposure as the federal government expands its appetite for equity in publicly traded companies. In particular, the Intel transaction may cause the federal government to simultaneously occupy multiple roles with respect to the same company: regulator, grant provider, defense customer, and shareholder.

This overlap may create the potential for perceived conflicts. Corporate boards often balance the interests of shareholders, regulators, employees, and customers. But when a regulator itself becomes a significant shareholder, the lines between these roles may blur. For example, shareholder plaintiffs may argue in derivative litigation that D&Os acted to preserve favorable regulatory relationships rather than to maximize shareholder value. Conversely, D&Os may contend that cooperation with government policy objectives is necessary to secure funding critical to the company’s long-term strategy.

Another issue raised by U.S. government’s equity stake in Intel and similarly situated companies is share dilution. Intel, by issuing common stock to the government in exchange for releasing previously promised grant funds, expanded its equity base. Derivative plaintiffs could attempt to frame the transaction as one that transferred value from existing shareholders to the government without sufficient justification. In response, Intel’s board, or one similarly situated, could argue that the funding enabled strategic investments that ultimately benefit all shareholders by strengthening the company’s manufacturing footprint and competitive position.

While derivative disputes are not uncommon in Delaware, the presence of the federal government as the counterparty makes the case somewhat unusual. Intel’s August 2025 press release indicated that the government’s stake is intended to remain passive and does not include board representation or control rights. Nonetheless, a shareholder owning roughly ten percent of the company’s equity, especially if that shareholder is the federal government, could decide to play a meaningful role in shareholder votes.

If the government’s interests align with management on key governance matters, that alignment could influence shareholder voting outcomes in areas such as director elections, compensation approvals, or takeover defenses. Notably, the Intel Derivative comes at a time when federal policy initiatives are increasingly focused on reshoring critical supply chains and strengthening domestic manufacturing in areas such as semiconductors, energy technology, and artificial intelligence infrastructure.

Thus, additional public companies operating in those sectors may find themselves in a similar relationship to Intel with the federal government. Should that occur, corporate boards may face new fiduciary duty scrutiny over how to balance shareholder interests with the expectations of government partners.

Conclusion

It is early days in the Intel Derivative litigation. The complaint itself remains under seal, and the case may ultimately turn on relatively conventional issues such as the adequacy of a shareholder’s books-and-records demand. Nevertheless, the underlying transactions highlight an emerging risk as the government continues to expand its appetite for equity in publicly traded companies.  With increased equity, the government’s role may increasingly extend beyond that of regulator and policymaker to that of direct investor in publicly traded companies.

If that happens, litigation and D&O exposure may increase, if shareholders look to courts to address how traditional fiduciary duty principles apply when the United States government appears on a corporation’s shareholder roster.