In the following guest post, Thomas Boley, an associate at the Wiley Rein LLP law firm, takes a closer look at the Up-C corporate structure, and considers the claims that can arise due to the issues the corporate structure can present, as well as the insurance coverage issues that these claims may involve. Our thanks to Thomas for allowing us to publish his article as a guest post on this site. Here is Thomas’s article.
Continue Reading Guest Post: D&O Risks in Up‑C Dilution ClaimsHow will artificial intelligence (AI) impact the D&O liability and insurance landscape?
The D&O Diary, in collaboration with Allianz Commercial, has prepared a survey, to allow us to better understand the views of D&O insurance industry participants about AI. The survey form is available here. The survey will remain open through July 20
One of the much-discussed concerns in the insurance industry about artificial intelligence (AI) is the risk of “silent AI” – that is, the seepage of AI-related matters into various insurance coverages that were not intended (at least not consciously) to provide coverage for these kinds of exposures. A new shareholder derivative lawsuit filed against the board of Microsoft provides an illustration of these kinds of concerns in operation. The new derivative suit is a follow-on to prior underlying litigation in which copyright holders allege Microsoft used the holders’ copyright materials to develop its AI products. The new derivative lawsuit alleges that Microsoft’s directors violated their duties to the company by knowingly allowing copyright infringement, causing harm to the company.
The new lawsuit, discussed below, shows how a matter that would not typically be covered under a D&O policy (copyright infringement) can translate into a potentially covered matter (a breach of fiduciary duty lawsuit), and it also shows how AI-related exposures can seep into D&O insurance coverage, as well. A copy of the June 30, 2026, lawsuit filed against certain of Microsoft’s directors and officers can be found here.
Continue Reading New Microsoft Derivative Lawsuit: “Silent AI” and D&O Exposure
In recognition of the Independence Day holiday in the U.S., and in what has become an annual tradition, we are reprising Kevin’s 2012 essay about Time and Summer, which can be found here. Have a great Fourth of July holiday. Thank you to all of our loyal readers.
The current Trump administration’s tariff policies have created operating challenges for many companies, challenges that in at least some cases have translated into securities class action lawsuits. In the latest example, the solar panel company First Solar has been hit with a tariff-related securities class action lawsuit after the company experienced complications in its international operations due to the tariffs. A copy of the new First Solar securities class action lawsuit can be found here.
Continue Reading Solar Panel Company Hit with Tariff-Related Securities Suit
New securities class action lawsuits in the first half of 2026 were filed at a pace that projects to a year-end total number of filings ahead of both 2025’s full-year total and long-term year-end averages.
Continue Reading Securities Lawsuit Filings Up in Year’s First Half
One of the most hotly – and frequently – contested D&O insurance coverage issues involves the question of the preclusive effect of the policy’s Bump-Up provision. There have been a host of decisions in recent years addressing this issue, with some finding in favor of coverage and some ruling against coverage. In the latest in this series of cases, the Delaware Superior Court held that the Bump-Up provision precluded coverage for the settlement of litigation arising out of the acquisition of Madison Square Garden Networks. As discussed below, the decision raises some interesting questions about the Bump-Up provision and how it is to be applied. A copy of the June 24, 2026, opinion in the case can be found here.
Continue Reading Del. Court: Bump-Up Provision Bars Coverage for Shareholder Settlement
As we have detailed in numerous posts on this site, Artificial Intelligence (AI) is an important area of emerging corporate risk. AI also represents an important corporate governance challenge for companies and their boards. In the following guest post, Patrick Meson takes a detailed look at the nature of AI-related corporate risks and considers the corporate governance implications. Patrick is a Corporate Counsel at a New York Investment Bank. Our thanks to Patrick for allowing us to publish his article on this site. Here is Patrick’s article.
Continue Reading Guest Post: AI Governance Is a Fiduciary Duty
One of the ways that underlying problems or events can translate into a D&O claim is through a “follow-on” lawsuit alleging the defendant company’s board should be held liable for the underlying problem. In the latest example of this phenomenon, a plaintiff shareholder has filed a derivative lawsuit against the board of Uber, calling the company a “serial compliance offender,” and seeking to hold the board liable for allegedly recurring sexual assault and harassment claims and other alleged legal violations. As discussed below, the new lawsuit illustrates the frequently repeated catch phrase that sooner or later, everything becomes a D&O claim. A copy of the new Uber complaint can be found here.
Continue Reading Derivative Suit Alleges Uber is a “Serial Compliance Offender”
As readers know, the SEC has proposed changes to the public company reporting timing requirements, allowing companies the option to file periodic reports with the SEC on a semiannual rather than a quarterly basis. As discussed below, many commentators have weighed in on this proposal. Among the more interesting and noteworthy comments in favor of more frequent reporting is that the periodic reporting process both imposes institutional discipline and enforces a culture of compliance, as John Jenkins noted in a June 10, 2026, post on TheCorporateCounsel.net blog (here), and as is also discussed further below.
Continue Reading Quarterly Reporting as Corporate Governance and Compliance Process Discipline