Corporate Governance

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Stephen Hourigan

In the following guest post, Stephen Hourigan argues that a key driver of D&O claim severity is not necessarily board ignorance or misconduct, but the delay between when warning signs are known somewhere within the organization and when they are effectively communicated to the board. Steve suggests that there are questions underwriters can ask to determine the effectiveness of information communication to corporate boards. Steve is the Founder and CEO of Heardsafe, LLC. Our thanks to Steve for allowing us to publish his article as a guest post on our site.

Continue Reading Guest Post: Governance Signal Decay as a D&O Severity Problem
Glenn Oborne

In the following guest post, Glenn Oborne, Director at Ingen Partners, a specialist governance recruitment and consultancy firm, argues that the greatest risk of a prolonged governance vacancy is not disruption of board administration, but the loss of continuity, oversight, and accountability that connects director questions, management commitments, and emerging warning signs across time. Even when meetings, reports, and compliance processes continue smoothly, fragmented responsibility can make it harder for boards to identify developing issues, demonstrate effective oversight, and defend their decision-making if later scrutinized by regulators or shareholders. Our thanks to Glenn for allowing us to publish his article on our site. Here is Glenn’s article.

Continue Reading Guest Post: The Oversight Risk in Governance Vacancies
Vijay Jyotish

In the following guest post, Vijay Jyotish, who writes on forecasting and decision-making under uncertainty, argues that launch-day decisions for self-insured space missions can expose companies to hundreds of millions of dollars in risk, yet often bypass board-level oversight because they are treated as engineering decisions rather than enterprise risks. The author contends that evolving Delaware case law increasingly requires boards to have documented systems for monitoring mission-critical risks, and recommends a process for recording and reviewing launch-day risk assessments before each launch. Our thanks to Vijay for allowing us to publish his article on this site. Here is Vijay’s article.

Continue Reading Guest Post: Board Oversight of Self-Insured Launch Risk
Paul Noon

In the following guest post, Paul Noon,  OBE, Emeritus Professor of AI and Innovation and former Deputy Vice Chancellor at Coventry University, argues that UK company directors face growing legal and governance risks from AI under both the UK Companies Act and the EU AI Act, whose broad extraterritorial scope can apply even to UK companies with no EU presence if their AI systems affect people in the EU. The author also considers the implications for U.K. boards. We would like to thank Paul for allowing us to publish his article on our site. Here is his article.

Continue Reading Guest Post: The UK Board’s AI Blind Spot
Benjamin Edwards
Nancy Rapoport

In the following guest post, Professors Benjamin Edwards and Nancy B. Rapoport, of Boyd School of Law, UNLV, present their views that a corporate law loophole in advancement and indemnification rules can force companies to pay exorbitant legal fees and even unreasonable personal expenses for directors’ defenses. The authors contend that courts should impose stricter scrutiny to prevent unethical billing practices and protect shareholders. We would like to thank Ben and Nancy for allowing us to publish their article as a guest post on this site. Here is their article.

Continue Reading Guest Post: Legal Fees and Expenses Gone Wild Thanks to a Corporate Law Loophole

Artificial intelligence (AI) is an increasingly important part of business strategy for many companies. As AI has become increasingly important in the corporate world, some commentators suggest that corporate boards not only need AI fluency but in fact need a specialized AI expert.  These suggestions about board expertise may present challenges for many boards, as boards seek to balance a host of competing objectives and interests. An April 15, 2026, memo from the Debevoise & Plimpton law firm (here) takes a pragmantic approach, proposing that the appropriate AI governance framework “will differ for each company and should align with the company’s strategic needs and relationship to technology.”

Continue Reading AI and Corporate Governance: Do Boards Need an AI Expert?
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
Sarah Abrams

Recent shifts in regulatory scrutiny, proxy-advisor guidelines, and institutional-investor practices are reshaping how boards, investors, and insurers navigate the governance risks associated with proxy advisor practices. These developments take on particular significance as companies head into the 2026 proxy season. In the following guest post, Sarah Abrams takes a look at these proxy advisory-related practices developments and considers their significance. My thanks to Sarah for allowing me to publish her article as a guest post on this site. Here is Sarah’s article.

Continue Reading Guest Post: Proxy Power in Flux: Governance, Politics, and D&O Risk
Sarah Abrams

In the coroporate law context, a “poison pill” — formally known as a shareholder rights plan — is a corporate defense strategy used to deter hostile takeover attempts. But what if the poison pill is designed to entrench incumbent senior company management rather than to deter unwanted takeover suitors? In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, examines this question and considers the D&O insurance underwriting implications. My thanks to Sarah for allowing me to publish her article as a guest post on this site. Here is Sarah’s article.

Continue Reading Guest Post: Poison Pill