Director and Officer Liability

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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”

Because so many of you were out of the office or away from your desks last week, I am posting a reminder that, along with my colleagues Marissa Streckfuss and Chris Bertola, I will be hosting a free, one-hour seminar on The Top Ten D&O Stories of 2025 on Thursday, January 15, 2026 at 11:00…

The Trump Administration has already shown that it intends to use the False Claims Act (FCA) as one of the primary tools in its arsenal to enforce its policy priorities. For example, as discussed in prior posts on this site (most recently here), the administration is actively using the FCA to enforce its tariff policies. In the latest demonstration that the FCA may now be the administration’s preferred enforcement tool, the administration appears to be actively gearing up to use the FCA as a primary weapon in its campaign against “illegal DEI,” in an apparent use of the FCA commentators agree would be, at a minimum, “novel.” The administration’s use of the FCA for these purposes could pose significant challenges for companies — and their insurers.Continue Reading The Trump Administration Use of the False Claims Act in Anti-DEI Campaign