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Kevin LaCroix

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Kevin M. LaCroix is an attorney and Executive Vice President, RT ProExec, a division of RT Specialty. RT ProExec is an insurance intermediary focused exclusively on management liability issues.

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Over the last several years, the United States Supreme Court has issued a series of decisions addressing the SEC’s powers to seek disgorgement against alleged securities law violators. Last Thursday, in the latest decision in the recent series, the Court issued a unanimous decision holding in Sripetch v. SEC that the SEC can seek disgorgement as a remedy even if the agency cannot prove that investors suffered a financial loss. The decision, which resolves a split between the federal judicial circuits on the issue, represents an affirmation of the SEC’s disgorgement authority. The Supreme Court’s June 4, 2026, ruling can be found here.

Continue Reading U.S. Supreme Court: Financial Loss Not a Precondition for SEC Disgorgement Authority

One of the more noteworthy recent trends in corporate law has been the push for companies (particularly companies incorporated in Delaware) to consider reincorporating elsewhere (primarily Texas or Nevada). A number of companies have in fact changed their state of incorporation. Arguably the biggest move of all is ExxonMobil’s recent action to reincorporate in Texas, which the company’s shareholders approved in May. The company’s change in its state of incorporation after roughly 140 years of corporate existence is a noteworthy development, and worth considering further.

Continue Reading Thinking About Exxon’s Reincorporation in Texas

It is not news that operational setbacks can lead to securities litigation. Indeed, long-time securities litigation observers may recall that during the pandemic, supply chain disruption led to a raft of securities suits (as discussed, for example, here). The pandemic is long gone, but in its wake one vestige is the plaintiffs’ lawyers continuing proclivity to file securities suits against companies experiencing supply chain issues.

In the latest example, last week a plaintiff shareholder filed a securities suit against EV company Lucid, after the company reported that quality issues with a vendor’s vehicle component hampered the company’s vehicle deliveries during the first quarter of the fiscal year. As discussed below, the new complaint, based on problems in Lucid’s supply chain, raises several concerns. A copy of the May 29, 2026, complaint can be found here.

Continue Reading Supply Chain Woes Lead to Securities Suit Against EV Company

A common feature of many liability insurance policies is a specification that the policyholder may not settle a claim without the insurer’s advance consent. However, some policies, particularly professional liability insurance policies, may require the insurer to obtain the policyholder’s consent to settlement before settling a claim. A recent ruling in a litigated coverage dispute concluded that an insurer that had not obtained the policyholder’s consent before settling a claim on behalf of one but not all defendants had breached the insurance contract, as discussed below.

The Northern District of Illinois’s May 26, 2026, decision in the case, applying Illinois law, can be found here. A May 29, 2026, LinkedIn post by Geoffrey Fehling of the Hunton Andrews Kurth law firm can be found here.

Continue Reading Consent to Settlement? Insurers May Need to Get It, Too

For several years, cybersecurity has been a perennial D&O liability issue. Although there has never quite been the volume of cybersecurity-related D&O litigation that some anticipated, cybersecurity-related D&O claims do continue to arise. In the latest example, last week a plaintiff shareholder filed a securities suit against cloud data storage company Snowflake, alleging, among many other things, that the company failed to disclose shortcomings in its customer data security arrangements that allegedly allowed key customers to experience a data breach. There are a number of noteworthy aspects of this new complaint and its cybersecurity-related allegations, as discussed below. A copy of the plaintiff’s complaint can be found here.

Continue Reading Cybersecurity-Related Securities Suit Hits Cloud Data Storage Company

Those who observe securities class action litigation filing patterns know that life sciences companies are frequent securities litigation targets. Though the number of securities suit filings against life sciences companies fluctuates from year to year, more recently the number of life sciences company filings has stabilized at higher levels, according to the latest annual report from the Sidley law firm. A copy of the law firm’s recent memo, entitled “Securities Class Actions in the Life Sciences Sector: 2025 Annual Survey,” can be found here. A two-page summary of the report can be found here.

Continue Reading A Detailed Look at the 2025 Securities Litigation Against Life Sciences Companies
Hvar, Croatia

The D&O Diary’s European assignment continued this week with a long weekend visit to Croatia, the southeastern European country located along the Adriatic Sea with a long, irregular coastline marked by numerous islands. This was a long overdue return visit to Croatia for us, after a memorable 2018 visit to Dubrovnik.…

It is a well-established fact that securities class action lawsuits rarely go to trial. In most cases, the lawsuits are either dismissed or settled. However, there has been an interesting recent uptick in the number of securities suits going all the way to a jury verdict. In the latest example of this development, on May 14, 2026, a federal court jury entered a defense verdict following trial in the long-running ExxonMobil securities class action lawsuit. As discussed below, this verdict is the latest of several post-trial verdicts entered in securities suits this year. A May 14, 2026, Law360 article about the verdict can be found here.

Continue Reading Rare Securities Suit Trial Results in Defense Verdict in ExxonMobil Case
Englischer Garten, Munich

The D&O Diary is on assignment in Europe this week, with a first stop in the Bavarian city of Munich. Munich is such a comfortable, walkable place, with rich history, interesting local traditions, and a vibrant arts culture. Munich is one of my favorite places to visit and I was glad to be back again to enjoy the city.

Continue Reading Munich
Ashwin Ram

Historically, companies have resolved SEC enforcement proceedings by agreeing to pay a fine or penalty, with the payment funds drawn from the corporate treasury. More recently, the agency has signaled an interest in ensuring that enforcement action resolutions involving individual liability, as a means of encouraging both accountability and deterrence. In the following guest post, Ashwin J. Ram, a partner at the Buchalter LLP law firm, examines the SEC’s individual accountability approach and considers the implications. I would like to thank Ashwin for allowing us to publish his article as a guest post on this site. Here is Ashwin’s article.

Continue Reading Guest Post: The SEC Wants Your Officers, Not Just Your Checkbook