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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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John McCarrick

Readers of this blog have no doubt followed both the recent ongoing controversy over whether companies should leave Delaware for supposedly friendlier jurisdictions as well as the legislation recently introduced in the state’s General Assembly to try to address some of the legal concerns behind the leaving Delaware initiative. In the following guest post, and in the context of these issues, John McCarrick, a partner at the Robinson & Cole law firm in New York, takes a look at recurring Delaware issues that in his view are of significant concern to D&O insurers. I would like to thank John for allowing me to publish his article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is John’s article.

Continue Reading Guest Post: DExit Drama and D&O Insurance Issues

In my recent post discussing Trump administration changes affecting the world of D&O, I noted recent developments suggesting that the SEC seems poised to either withdraw or non-enforce the agency’s Climate Change Disclosure Guidelines, which, as discussed here, were finalized in March 2024. However, as I also noted, even if the guidelines are withdrawn, many U.S. companies could still remain subject to ESG reporting requirements under the EU’s Corporate Sustainability Reporting Directive (CSRD).

Now, apparently reflecting a desire among EU member states for their economies to be more competitive in the global business environment, the European Commission has proposed an “Omnibus package” of proposed revisions to streamline a number of EU laws, including the CSRD. As discussed below, the proposed revisions could significantly reduce the number of U.S. companies, and the number of companies overall, obliged to report under the CSRD.

Continue Reading Proposed EU ESG Reporting Changes Could Spare Many U.S. Companies

As I have frequently noted on this site, Delaware’s courts have a well-earned reputation for being policyholder friendly. Accordingly, policyholders aiming to sue their insurers frequently seek to file their coverage lawsuits in Delaware. However, a recent ruling in a coverage dispute, in which the Delaware Superior Court concluded it lacked personal jurisdiction over two of the defendant insurers, underscores the fact that there are limits on the circumstances on which insurers can hauled into Delaware’s courts. The Delaware Superior Court’s February 19, 2025, opinion in the case can be found here. A February 27, 2025 LinkedIn post by Paul Curley of the Kaufman, Borgheest & Ryan law firm about the court’s ruling can be found here.

Continue Reading Limits of Delaware Courts’ Personal Jurisdiction Over Non-Resident Insurers

A D&O insurance policy provides its most important protection in the bankruptcy context, when the company is unable to indemnify its executives for claims arising out of their service as directors or officers. But because of the competing interests in bankruptcy – including the interests of the bankruptcy estate itself – bankruptcy can also be a complicated insurance coverage context. A Fourth Circuit decision, in which it held that two bankruptcy trustees lacked standing to sue a bankrupt company’s D&O insurer in a declaratory judgment action, highlights important principles governing D&O insurance in the bankruptcy context.

Continue Reading 4th Circ.: Bankruptcy Trustees Lack Standing to Sue D&O Insurer

At a time when the future of the Public Company Accounting Oversight Board (PCAOB) appears uncertain, a recent report shows that the agency’s enforcement activity levels in 2024 were a multi-year highs and the agency’s monetary recoveries were at all-time highs. The agency’s enforcement actions are detailed in a Cornerstone Research report entitled “Public Company Accounting Oversight Board (PCAOB) Enforcement Activity: 2024 Year in Review,” which can be found here. Cornerstone Research’s February 26, 2025, press release about the report can be found here.

Continue Reading PCAOB 2024 Enforcement Activity at Multi-Year Highs, But What Next?

It was no secret that the crypto enforcement approach was going to change under the Trump administration. Indeed, one of Trump’s first acts upon returning to the White House in January was to sign an executive order calculated to try to make the U.S. the “crypto capital of the world.” The SEC has likewise made it clear that under the new administration the agency will also be taking a new approach to crypto. The acting SEC leadership has already made a number of crypto-friendly moves – among other things,  the new leadership disbanded the agency’s Crypto Enforcement Task Force. The SEC has also dismissed pending cases against Binance (here) and Coinbase (here). As discussed below, the agency recently has taken even further crypto friendly actions – all of which has at least one observer to ask whether the SEC crypto pull back has gone too far?

Continue Reading Sounding the Alarm on the SEC’s New Crypto Approach

As readers of this blog well know, a recent debate has been brewing over whether Delaware corporations should de-camp and reincorporate in another state, with Nevada and Texas often the preferred candidates. This debate gained momentum when Elon Musk called for states to redomesticate outside Delaware after the state’s courts struck down his ginormous Tesla pay package. As discussed here, in response to the DExit debate, Delaware legislators have now proposed a massive revision to Delaware’s corporate laws, among other things as a way to try to stop the perceived retreat of companies from Delaware. It now appears that opponents of the legislation are mounting an organized campaign to oppose the proposed revisions. It looks like the game is on for the proposed changes, as the bill sponsors prepare to try to move the legislation forward.

Continue Reading Critics Launch Campaign Opposing Delaware SB 21

As I have previously noted on this site (for example, here), a long-standing and frequently recurring litigation pattern has been the filing of a corporate or securities lawsuit in the wake of an antitrust enforcement action. In the latest example of this pattern, a plaintiff shareholder has alleged that Atkore, a PVC pipe manufacturer, misled investors by failing to disclose that its product pricing was being propped up by an alleged scheme with its competitors to fix prices. The securities suit filing follows a prior civil antitrust action against the company and its competitors. The securities suit, which in addition to representing an example of antitrust follow-on securities litigation, is also an example of a lawsuit arising out of a company’s post-COVID business operations. A copy of the February 21, 2025, complaint can be found here.

Continue Reading Antitrust Allegations Lead to Securities Suit Against PVC Pipe Company

The recent meteoric rise of Artificial Intelligence (AI) has not only upended many traditional business processes and set financial markets ablaze, but it has also captured the attention of the world’s political leadership. The leaders’ response includes not only excitement about AI’s impressive potential, but also concerns about the legitimate risks that AI presents. At the recent Artificial Intelligence Action Summit, held in Paris on February 10 and 11, 2025, many event participants advanced the view that for AI to realize its full potential, a regulatory “light touch” is required. While this restrained regulatory perspective has many advocates, the concerns associated with AI will still have to be addressed one way or another – which underscores the question about what the appropriate approach to AI regulation should be.

Continue Reading AI-Related Risk and Regulation

Earlier this week, a plaintiff shareholder filed a securities class action lawsuit against ad-buying platform The Trade Desk after the company announced revenues lower than anticipated due to delays in the rollout of the company’s AI-based forecasting tool. As discussed below, this new lawsuit arguably represents a potential new direction in AI-related securities lawsuits. A copy of the February 19, 2025, lawsuit can be found here.

Continue Reading Ad Platform Hit with Securities Suit for Alleged Failure to Disclose AI Risk