Director and Officer Liability

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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

As the D&O Diary reported earlier this year, the Trump Administration has increasingly turned to the False Claims Act to support policy priorities, including anti-DEI and tariff-related initiatives. The President’s March 16, 2026, Executive Order (EO) may signal that FCA enforcement activity will only continue to accelerate. In particular, the President’s EO establishes a multi-agency “Task Force to Eliminate Fraud,” directing the federal government to “use all available resources” to combat fraud, enhance coordination, and strengthen enforcement across federally funded programs.  Continue Reading A New Federal Anti-Fraud Task Force and D&O Exposure

The SpaceX acquisition of xAI closed in early February 2026, creating a combined entity valued around $1.25 trillion and formalizing Elon Musk’s consolidation of rockets, satellites, AI infrastructure, and data platforms under one roof. From a governance and D&O perspective, the deal functions as a fiduciary stress test on the eve of a potential mega‑IPO later this year, with reporting indicating an IPO valuation target as high as $1.5 trillion. The transaction consolidates founder‑controlled entities and imports AI‑related litigation and regulatory risk into SpaceX’s operations, alongside a bold plan to build solar‑powered orbital data centers that would shift AI compute off‑planet. The discussion below highlights governance expectations, litigation exposure, and disclosure considerations D&O underwriters may weigh as the combined company approaches the public markets.Continue Reading The SpaceX–xAI Merger

Sarah Abrams

Following the Supreme Court’s recent decision striking down President Trump’s IEEPA tariffs, many companies will now have to consider whether and how they might seek a refund. Indeed, the first of what undoubtedy will be many refund actions has already been filed. In the following guest post, Sarah Abrams examines the refund-related questions corporate executives now face, and considers the D&O risks involved. 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: Tariff Whiplash, Refund Strategy, and D&O Risk

Last Friday, the U.S. Supreme Court issued its much-anticipated ruling in the case challenging the tariffs President Trump imposed in reliance on the International Economic Emergency Powers Act (IEEPA). By a 6-3 majority, the Court ruled in Learning Resources v. Trump that the IEEPA does not authorize the President to impose tariffs. However, even though the Court has now ruled, questions and uncertainty remain. As discussed below, the continuing questions have important implications for companies’ tariff-related D&O risk. The Court’s February 20, 2026 opinion can be found here.Continue Reading What Does the Supreme Court’s Tariffs Decision Mean?

Darren Bloomfield

In the following guest post, Darren Boomfield, Account Executive at Cogitate, takes a look that the director and officer liability and insurance considerations that can arise when companies participate in venture capital funding. My thanks to Darren for allowing me to publish his article on this site. Here is Darren’s article.Continue Reading Guest Post: Venture Capital, Startup Liability, and D&O Insurance

Sarah Abrams

Spring may seem like it is a long time away, but it is never too early to think about baseball. In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, takes a look at issues surrounding the potential liability of sports league officials and board members and considers the D&O insurance 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: Fiduciary Duty, Governance, and Minor League Baseball

Sarah Abrams

In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, reviews the latest developments in SPAC-related Delaware Chancery Court proceedings, in light of the recent resurgence in SPAC transactions in the financial marketplace. I would like to thank Sarah for allowing me to publish her article as a guest post on this site. Here is Sarah’s article.Continue Reading Guest Post: Delaware Court Allows Core De-SPAC Fiduciary Duty Claims to Proceed

Sarah Abrams

The current private credit market turmoil has involved a number of high-profile company failures and ensuing D&O claims. In the following guest post, Sarah Abrams takes a closer look at one recent example of these developments — the bankruptcy of Tricolor Holdings and the ensuing criminal indictment — and considers the broader potential D&O liability and insurance implications. My thanks to Sarah for allowing me to publish her article on this site. Here is Sarah’s article.Continue Reading Guest Post: The Collision of Asset-Based Lending and Governance Failures

Delaware courts recently have wrestled with the question whether and when underlying allegations of sexual harassment can support a breach of fiduciary duty claim against corporate boards. Indeed, late last year, in the Credit Glory case, at least one Delaware Chancery Court decision rejected the viability of this type of claim. Now, in the latest case addressing these questions, and involving shocking underlying allegations of drugging, sexual assault, and rape at company events, a Delaware Chancery Court sustained a breach of the duty of oversight claim against directors alleged to have covered up the underlying allegations and retaliated against a whistleblower. The court’s detailed opinion is written in obvious anticipation of Supreme Court review. The January 16, 2026, opinion in the eXp World Holdings case can be found here.Continue Reading Del. Court: Board Failed to Respond to Sexual Misconduct “Red Flags”