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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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One of the perennial D&O insurance issues involves the question whether “disgorgement” amounts awarded in SEC proceedings represent “penalties” for which insurance coverage is precluded. In the latest example of a case involving these issues, the Delaware Superior Court recently held, in reliance on the statutory provisions defining the SEC’s authority to seek monetary remedies, that the disgorgement amounts and prejudgment interest awarded against the media company Clear Channel are not “penalties” for which coverage is precluded. As discussed below, the court’s analysis of the issues, and its reference to the relevant statutory provisions, is both detailed and instructive.

Continue Reading Del. Court: SEC Disgorgement Not a “Penalty” for Which Coverage is Barred
Evan Bundschuh
Burkhard Fassbach

In the following guest post, Evan Bundschuh and Burkhard Fassbach share and analyze their research into the AI-related Form 10-K disclosures of 26 U.S.-listed public companies, in order to assess the level and significance of public companies’ disclosure statements pertaining to artificial intelligence. 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: Mapping AI Risks: Insights from 2025 10-K Filings

In a rare trial in a securities class action lawsuit, a federal jury has ruled that hedge fund Armistice Capital and certain of its executives had not, as the plaintiffs alleged, committed insider trading or engaged in a pump-and-dump scheme in selling over $200 million in vaccine company Vaxart stock during the COVID-19 pandemic. The jury specifically held that the plaintiffs had not proven that the defendants had engaged in a scheme to defraud and had not proven their insider trading allegations.

Continue Reading Rare Securities Class Action Lawsuit Trial Results in Defense Verdict

Artificial intelligence (AI) is an increasingly important part of business strategy for many companies. As AI has become increasingly important in the corporate world, some commentators suggest that corporate boards not only need AI fluency but in fact need a specialized AI expert.  These suggestions about board expertise may present challenges for many boards, as boards seek to balance a host of competing objectives and interests. An April 15, 2026, memo from the Debevoise & Plimpton law firm (here) takes a pragmantic approach, proposing that the appropriate AI governance framework “will differ for each company and should align with the company’s strategic needs and relationship to technology.”

Continue Reading AI and Corporate Governance: Do Boards Need an AI Expert?

In recent months, securities class action litigation patterns involving AI-related disclosures have emerged and developed, as has been documented on this site (most recently, for example, here). There has of course been a great deal of other kinds of AI-related litigation, including lawsuits involving intellectual property issues, privacy and data-collection concerns, discrimination and bias claims, and a variety of different kinds of tort allegations.

In a shareholder derivative lawsuit recently filed against the board of software firm Adobe, these two lines of AI-related litigation crossed; the plaintiff shareholder alleges that the defendants violated their board duties by knowingly permitting the company to train its artificial intelligence tools using material copyrighted by others and in a way that subjected the company to IP-related litigation. As discussed below, the new lawsuit illustrates how the broader range of AI-related litigation can translate into follow-on D&O claims, representing yet another area of AI-related D&O risk.

Continue Reading AI-Related IP Litigation Triggers Follow-On D&O Lawsuit
Tirana

The D&O Diary’s European travels continued earlier this week with a first-time ever visit to Albania, the rugged country on the Adriatic and Ionian coasts of the Balkan Peninsula, tucked between Montenegro and Greece. The country still retains many vestiges of its 20th century communist era, but it is modernizing quickly, and it remains a topographically diverse, naturally beautiful country.

Continue Reading Albania
The Bay of Kotor

The D&O Diary’s European assignment continued last week with a long weekend visit to Montenegro. Montenegro is a small country with rugged mountains and an interesting history, tucked along the Adriatic coast on the Balkan peninsula. It was my first time in the country, and I wasn’t sure what to expect. What I discovered was a pleasant surprise. It turns out, Montenegro is an absolute gem.

Continue Reading Montenegro

The following guest post examines the resolution of class certification motions in securities class action lawsuits during 2025; considers the parties’ economic arguments in support of or in opposition to class certification; and analyzes the courts evaluation of those arguments. The article is written by Andrew Roper, Mame Maloney, Brendan Rudolph, and Ravi Sinha, Principals at The Brattle Group, and Aidan Kutner, an Associate at The Brattle Group. We would like to thank the authors for allowing us to publish their article as a guest post on our site. Here is the authors’ article.

Continue Reading Guest Post: Key Trends in 2025 Class Certification Decisions: Fraud-on-the-Market Under Fire

The D&O Diary is on assignment this week in Europe, with the first stop in the German city of Frankfurt. Frankfurt is the premier financial hub of continental Europe, serving as the seat of the European Central Bank and the heart of the German banking industry. I always enjoy visiting Frankfurt, but there was something about this visit in particular that made me reflect on how much my views about Germany have changed over the years — and how much I enjoy visiting Germany — as discussed below.

Continue Reading Frankfurt

One of the perennial management liability insurance coverage issues is whether a policy’s contractual liability exclusion precludes coverage for related tort claims filed alongside claims for breach of contract. Often, these issues turn on the specific wording of the exclusion involved. A recent insurance coverage decision from the Northern District of Illinois addressed these issues in the context of an underlying lawsuit involving both a breach of contract claim and a claim for tortious interference with contract. As discussed below, the court concluded, based on the specific language involved, that the exclusion did not preclude coverage for the tortious interference claim.

The Court’s March 31, 2026, opinion can be found here. An April 9, 2026 LinkedIn post about the court’s decision by Paul Curley of the Kaufman, Borgeest & Ryan law firm can be found here.

Continue Reading Contract Exclusion Does Not Bar Coverage for Tortious Interference Claim