The D&O Diary was on assignment last week with a first stop in Napa Valley in California, followed by a weekend visit to Tucson, Arizona. Although I have visited Napa several times before, it has been a while since I was last there. I had forgotten what a beautiful place it is and how much fun it is to visit.Continue Reading Calistoga and Tucson
The arrival of a securities class action lawsuit can be and often is a watershed moment in the life a public company. In the following guest post, Edgar A. Neely IV and Scott N. Sherman provide a basic briefing for directors concerned about securities litigation. Edgar and Scott are both partners at the Nelson Mullins law firm. I would like to thank Edgar and Scott for allowing me to publish their article on this site. Here is the authors’ article.Continue Reading Guest Post: New Year’s Primer for Directors: Things to Know About Shareholder Litigation
In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, takes a look at the D&O risks that can arise from crypto-adjacent firms’ use “liquidity pools,” in view of the D&O claims involving the bankrupt digital token firm, SafeMoon. 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: Liquidity Pool Fraud and D&O Risk
It is no secret that the SEC under the Trump Administration is taking a very different approach to cryptocurrency than the agency did under the Biden Administration. Indeed, a detailed December 2025 New York Times article (here) made it clear – if there were any doubt — that the administration’s more restrained approach to crypto starts at the very top. But what does the more restrained crypto approach mean in practical terms? A January 22, 2026, report from Cornerstone Research, which can be found here, spells out in detail what it means, both in terms of reduced numbers of crypto-related enforcement actions and in diminished crypto-related recoveries.Continue Reading SEC: Less Crypto Enforcement, Lower Crypto Recoveries
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
Questions whether two sets of circumstances are or are not interrelated are among the most vexing insurance coverage disputes out there. These questions often are even more fraught because of the significant amounts of money that can depend on the answer. All of these considerations were in play in a recent Fourth Circuit decision in which the appellate court concluded in the Under Armour case that because prior shareholder litigation and a later SEC investigation were “logically and causally” related, they represented a single claim triggering only one $100 million insurance tower, rather than a second $100 million tower, as the company had argued. The Court’s January 20, 2026, decision, which highlights the many concerns and considerations that can come into play in these kinds of disputes, can be found here.Continue Reading 4th Circuit: Shareholder Claims and SEC Investigation “Logically and Causally” Related
As readers of this blog know well, cybersecurity issues can be an important potential source of directors’ and officers’ liability risk exposure. In the following guest post, Arlene Levitin, Esq., takes a detailed look at the many ways that cybersecurity-related issues can translate into D&O liability risk and insurance concerns, particularly with advent of artificicial intelligence technology. Arelene is Claims Officer, Complex Management Liability, NAS Financial Lines Claims, Liberty Mutual Insurance. I would like to thank Arlene for allowing me to publish her article as a guest post on this site. Here is Arlene’s article.Continue Reading Guest Post: Cybersecurity Risks & the Potential Impact on D&O Insurance
According to the latest report from ISS Securities Class Action Services, there were two court-approved securities class action lawsuit settlements in 2025 large enough to make the firm’s annual list of the Top 100 U.S. Class Action Settlements. These two 2025 settlements took place in a year in which the number of cases resolved, average and median settlement amounts, and even the number and total value of “mega settlements” ($100 million+) all declined compared to 2024. The details of the 2025 court approved settlements, including with respect to the two largest of the year, can be found in the ISS SCAS report, here.Continue Reading ISS Releases Top 100 Securities Suit Settlements List
After three straight years of increases in the number of federal court securities class action lawsuit filings, the number of federal court securities suits decreased in 2025 relative to 2024, to the lowest level since 2021, according to the latest annual report from NERA Economic Research Associates. In addition, the annual number of dismissals increased
In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, examines the question whether the SEC should adopt AI-specific disclosure guidelines with reference to two recent enforcement actions involving tech companies allegedly fraudulent claims about their technology. I would like to thank Sarah for allowing me to publish her article on this site. Here is Sarah’s article.Continue Reading Guest Post: Would Specific SEC Disclosure Guidelines Deter AI-Washing?