Geopolitical Risk

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As we have previously noted (most recently, here), geopolitical issues represent an increasingly important source of D&O risk. A lawsuit filed late last week against the fuel cell and power generation firm Bloom Energy highlights this developing source of risk. In the new complaint, a plaintiff shareholder alleges that the company understated its supply chain exposure to China and understated the extent of its reliance on China for a specific rare earth element, scandium. The company’s share price declined after a short seller’s media outlet published a report claiming that the company was, in fact, reliant on Chinese scandium. A copy of the new complaint against Bloom Energy can be found here.

Continue Reading Geopolitical Issues Lead to Securities Suit Against Fuel Cell Company

The fourth episode of The D&O Diary Podcast Series, discussing the D&O liability and insurance implications of the current Trump administration’s tariff policies, is now live.

The D&O Diary has closely followed the rapidly evolving tariff environment and the growing range of litigation and liability issues arising from it. Building on our prior posts examining tariff-related securities litigation, refund litigation, and emerging corporate disclosure challenges, we discuss in this latest episode how tariffs have become a D&O risk for both public and private companies.

Continue Reading The D&O Diary Podcast Series – Episode 4: Tariffs, Geopolitics, and D&O Risk

Over the past couple of years, the D&O Diary has followed how geopolitical developments, including wars, sanctions, tariffs, export controls, and trade disputes, can create public company D&O exposure. These developments can present disclosure challenges and have led to securities suits arising from export controls, tariffs, and related business impacts.

A recently filed securities class action against Photronics, Inc. (Photronics) highlights how later statements about geopolitical tensions and supply chain challenges can be woven into broader claims that a company’s earlier disclosures were misleadingly incomplete. Photronics manufactures photomasks, the highly precise templates used in the process to produce semiconductors. While the complaint primarily alleges misstatements about product demand and financial performance, it also cites disclosure failures related to the U.S.-Iran conflict and supply chain disruptions.

Continue Reading What Constitutes Geopolitical Disclosure Risk?
Evan Bundschuh
Burkhard Fassbach

In the following guest post, Evan Bundschuh and Burkhard Fassbach share and analyze their research into the geopolitics-related Form 10-K disclosures of 26 large-cap U.S.-listed public companies, as well as 52 small-cap and mid-cap companies, in order to assess the level and significance of public companies’ disclosure statements pertaining to geopolitics. Evan is Vice President at GB&A, a retail insurance brokerage in New York, and Burkhard is a D&O lawyer in private practice in Germany. My thanks to Evan and Burkhard for allowing us to publish their article on this site. Here is their article.

Continue Reading Guest Post: Geopolitical Risk Mapping in the 2025 Filing Season

In the months since the current Trump administration first announced the so-called “Liberation Day” tariffs, some companies have struggled to deal with the tariffs’ economic impacts, and in at least some cases, companies’ tariff-related problems have led to securities class action litigation (as discussed, most recently, for example, here). In the latest example of this phenomenon, earlier this week the social media company Pinterest was hit with a securities suit after the company announced that tariff-related headwinds had caused its business partners to cut back on advertising on the company’s site. A copy of the March 30, 2026, Pinterest complaint can be found here.

Continue Reading Tariff-Related Securities Suit Hits Social Media Platform Pinterest

Financial news sites were ablaze recently with the news that a co-founder and board member of the data server company Super Micro Computer had been indicted, along with two other company executives, for allegedly conspiring to smuggle high-end Nvidia chips into China, in violation of U.S. export control laws. With news that sensational, and in light of the ensuing stock price drop, it was only a matter of time before plaintiffs’ lawyers would file a securities class action lawsuit. And, sure enough, late last week, a plaintiff shareholder did file a securities suit against the company.

The complaint in the new lawsuit, which can be found here, is interesting in and of itself, relating as it does to the sensational circumstances involved. But the lawsuit is arguably even more interesting for what it represents – that is, as an illustration of the ways that geopolitical issues can – and increasingly are – translating into securities class action lawsuits.

Continue Reading Geopolitics, Export Controls, and D&O Risk

Global events have continued to encroach into the domestic world of corporate governance and D&O insurance. Historically, “geopolitical risk” was often considered a niche concern confined to specialized sectors like oil and gas, aerospace, or companies operating in high-risk, volatile regions. However, as the first quarter of 2026 comes to a close, two military conflicts, the war in Ukraine and the expanding military conflict in the Middle East, may have a direct impact on D&O liability and exposure. 

Continue Reading Geopolitical Whiplash and the Shifting Ground of D&O Liability

The imposition of tariffs is a key component of the current Trump administration’s trade policies. A corollary of the tariff policies is that the administration is also giving high priority to enforcement of the tariffs. In the latest illustration of the administration’s tariff enforcement approach, the U.S. Attorney’s Office for the District of New Jersey has brought criminal tariff evasion charges against an Indonesian jewelry firm, the company’s founder, and two company employees, based on allegations that the company engaged in a multi-year scheme to evade payment tariffs due on over $1 billion of jewelry and gold the company imported to the U.S. A copy of the November 17, 2025, criminal complaint can be found here. The U.S. Attorney’s Office’s November 17, 2025 press release about the complaint can be found here.

Continue Reading U.S. Brings Criminal Tariff Evasion Enforcement Action

As the Trump administration has launched, postponed, reinstated, and negotiated its evolving tariff policies, companies have been forced to deal with a changing and unpredictable business environment. As I have previously discussed, these changing circumstances not only have implications for companies’ business operations and financial results, they also have implications for companies’ potential liability exposures as well. One important area of tariff-related potential liability has to do with companies’ disclosures – that is, what the companies are saying about the impact of the tariffs on their operations and financial results.

Continue Reading Tariffs and Disclosures: Corporate Risks in a Global Trade War

In a move that the Wall Street Journal described as having the effect of “bringing down the curtain on U.S. support for the turbocharged globalization that powered the world economy for decades,” on April 2, 2025, President Trump announced the imposition of massive new tariff duties on what the Journal described as “trillions of dollars in imports.” The U.S.’s imposition of these tariffs has huge implications for international trade; the U.S. economy; the economies of other countries around the world; and the fortunes and prospects of individual companies seeking to operate in an increasingly fraught global economy. These developments also have significant implications for the potential liabilities of companies and their directors and officers, as discussed below.

Continue Reading Massive New U.S. Tariffs:  What Are the Potential D&O Liability Implications?