Director and Officer Liability

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Episode 8 of The D&O Diary Podcast series is now live. In this latest episode, we are joined by Boris Feldman, Partner and Global Co-Head of Technology, Media & Telecommunications at Freshfields. Widely recognized as one of Silicon Valley’s leading securities defense lawyers, Boris has spent more than four decades representing technology companies, directors…

Michael W. Peregrine and Nathan Barnett

In the following guest post, Michael W. Peregrine and Nathan Barnett examine a recent Delaware Chancery Court decision dismissing oversight claims against Boeing directors arising from the January 2024 mid-air door-plug incident. As they explain, the decision provides important guidance on the continuing application of the Delaware courts’ Caremark doctrine, reaffirming that bad faith remains the essential prerequisite for oversight liability, clarifying the distinction between compliance risks and business risks, and offering additional insight into what constitutes a true “red flag” for board oversight purposes. The authors also discuss the practical governance lessons boards can draw from the decision and the importance of maintaining a robust compliance framework. Michael Peregrine is a retired lawyer and a fellow of the American College of Governance Counsel, and Nathan Barnett is a partner with McDermott, Will &Schulte LLP. Our thanks to Michael and Nathan for allowing us to publish their article on our site.

Continue Reading Guest Post: New Caremark Decision Provides Good News About Bad Faith

In the following guest post, Chris Mosley and John Orr discuss the findings from the 2026 North America edition of the Global Directors’ and Officers’ Survey, developed by Willis, a WTW business, in collaboration with Reed Smith LLP. As the survey results show, cyber risk remains the leading concern for directors and officers in North…

Every year after Labor Day, The D&O Diary takes a step back to survey the most important current trends and developments in the world of Directors’ and Officers’ liability and insurance. This year’s review is set out below. As the following discussion shows, this is a particularly interesting time in the world of D&O.

Continue Reading What to Watch in the World of D&O

In recent years, the D&O Diary has followed the growing debate over whether companies should reincorporate outside Delaware, particularly in states such as Nevada and Texas.  We have also followed Delaware’s efforts to address the trend through measures including the enactment of SB 21 and the Delaware Supreme Court’s decision upholding the statute.

And we queried whether DExit could prove to be a new source of D&O exposure. A newly amended class action complaint against Dropbox may provide yet another example of that risk, as shareholders are challenging Dropbox’s reincorporation to Nevada, alleging that the move was undertaken to protect management and the controlling stockholder from accountability for underlying business and governance decisions.

Continue Reading Dropbox Derivative Suit Over a DExit
Ben Dubin

In the following guest post, Ben Dubin, Managing Memberof VC Expert Services, LLC, examines Vice Chancellor Laster’s May 2026 opinion in the Zync v. Porsche case, a decision that highlights the legal and D&O insurance risks for investor-appointed directors and their sponsoring venture firms, particularly when directors are accused of acting as agents of the investor rather than exercising independent fiduciary judgment on behalf of the company. This post is the second of two guest post from Ben discussing D&O risks associated with venture capital board seats. Ben’s prior post on the topic can be found here. We would like to thank Ben for allowing us to publish his articles as guest posts on this site. Here is Ben’s article.

Continue Reading Guest Post: Zync v. Porsche and the D&O Risks of VC Board Seats
Ben Dubin

In the following guest post, Ben Dubin, Managing Member of VC Expert Services LLC, discusses Delaware Vice Chancellor Laster’s January 29, 2026 opinion in the Calumet Capital Partners case. This article, which is the first of two discussing recent Delaware decisions regarding VC firm’s representative’s service on the firm’s portfolio company boards, argues that the Calumet decision creates greater litigation risk for venture capital firms whose employees or partners serve as board designees, because courts may more readily infer that the investor knowingly participated in a fiduciary breach when its own representative is involved. The author’s companion article to this one will be published on this site next week. Our thanks to Ben for allowing us to publish his article on our site. Here is Ben’s article.

Continue Reading Guest Post: Calumet and VC Board Designee Risk
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

A newly filed lawsuit against Oura Health (Oura) highlights how company-directed share repurchases executed shortly before major financing transactions or anticipated IPOs can create significant D&O risk for late-stage private companies domiciled in Delaware. As companies remain private longer, secondary liquidity transactions involving founders, employees, and former executives seeking to monetize their holdings have become increasingly common. At the same time, these transactions can create fertile ground for litigation when significant valuation-enhancing events emerge shortly after a sale closes.

Continue Reading D&O Risks in Pre-IPO Share Repurchases