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A new study highlighted on the Harvard Law School Forum on Corporate Governance, and posted by Subodh Mishra, Global Head of Communications at ISS STOXX, on Tuesday, April 14, 2026, quantifies how cyber incidents can have sustained and measurable negative impacts on shareholder value. The report, based on research conducted by ISS STOXX and ISS-Corporate (the study), analyzed cyber incidents among companies in the Russell 3000 over a multi-year period. Its findings are stark: companies experiencing significant cyber incidents underperform the broader market by approximately 5% on average over a three-year time period. 

Continue Reading Cyber Incidents’ “Long Tail” Impact on Shareholder Value

On April 10, 2026, International Business Machines Corporation (IBM) became the first company to settle with the Trump Administration to resolve allegations that it violated the False Claims Acts (FCA) by implementing diversity, equity, and inclusion (DEI) as part of its hiring practices.  As we have discussed in prior posts, this Administration has clearly signaled that it would use the FCA as part of its an anti-DEI campaign and that, as of late 2025, the DOJ had already launched investigations of DEI consideration in hiring or promotion at major U.S. companies.  

Continue Reading The IBM DEI False Claims Act Settlement and the D&O Risk Implications

In February, I noted an emerging securities litigation trend involving pump-and-dump schemes characterized by thin public float, retail investor participation, and the amplifying effects of social media. Three subsequent pump-and-dump securities filings in February and March 2026, along with a recent federal court ruling involving social media platform liability, provide further evidence that these risks may be accelerating. Taken together, these developments have important implications for D&O liability exposure and for underwriters evaluating risks associated with low-float issuers and companies whose securities trading activity may be influenced by online promotional activity.

Continue Reading Follow-On Developments in Pump-and-Dump Litigation

In recent years, leveraged buyouts have once again become a significant source of corporate and securities litigation risk, particularly where founder‑led or controller‑influenced companies pursue take‑private transactions with private equity sponsors. A newly filed Delaware Chancery Court complaint arising out of the 2025 take-private of Skechers U.S.A., Inc. (the “Skechers Complaint”) provides a timely example. The Skechers Complaint illustrates how these transactions can give rise to fiduciary duty claims, especially when minority stockholders allege that a controlling stockholder influenced both the timing and structure of a transaction to their own benefit. The case may also offer a useful lens through which to examine how recent developments in Delaware statutory and case law may affect the standard of review applicable to controller-led transactions.

Continue Reading A Delaware Take-Private Suit and Controller Buyout D&O Risk

As readers of this blog know, enforcement activity under the False Claims Act (FCA) has continued to expand, particularly in light of the Trump Administration’s recent efforts to prioritize fraud enforcement through its Task Force to Eliminate Fraud. At the same time, a new development may fundamentally alter the FCA enforcement landscape. On March 21, 2026, Eli Lilly and Company filed a petition for a writ of certiorari asking the United States Supreme Court to declare the FCA’s qui tam provisions unconstitutional (Eli Lilly Writ or Writ). 

Continue Reading A Writ Challenging Qui Tam and D&O Implications

The recently filed securities class action against Beyond Meat (Beyond Meat SCA) illustrates how accounting judgments, industry-wide demand shifts, and corporate turnaround narratives can create D&O exposure. Filed in January 2026, the complaint alleges that Beyond Meat and senior executives misled investors during 2025 by failing to timely disclose a material asset impairment while publicly emphasizing operational discipline and a path toward EBITDA-positive performance. As discussed below, the allegations arise amid a broader deterioration in the plant-based meat sector, documented in a March 10, 2025, CNBC report, and alongside emerging academic research questioning the assumed health advantages of plant-based meat alternatives.

Taken together with the allegations of the Beyond Meat SCA, the marketplace shift and emerging academic findings may provide a useful lens for assessing certain D&O underwriting risk.

Continue Reading D&O Lessons from the Beyond Meat SCA

As the D&O Diary reported earlier this year, the Trump Administration has increasingly turned to the False Claims Act to support policy priorities, including anti-DEI and tariff-related initiatives. The President’s March 16, 2026, Executive Order (EO) may signal that FCA enforcement activity will only continue to accelerate. In particular, the President’s EO establishes a multi-agency “Task Force to Eliminate Fraud,” directing the federal government to “use all available resources” to combat fraud, enhance coordination, and strengthen enforcement across federally funded programs.  

Continue Reading A New Federal Anti-Fraud Task Force and D&O Exposure

In the wake of the February 20, 2026, U.S. Supreme Court decision to invalidate tariffs imposed under the current Administration’s use of the International Economic Emergency Powers Act (IEEPA), litigation has been filed by companies seeking tariff refunds and by shareholders alleging securities violations against a company whose operations and financial results were impaired by “tariff headwinds.”   A new category of litigation is also beginning to appear: consumer class actions alleging that companies improperly passed tariff costs on to customers.

Continue Reading Tariff Pass-Through Litigation Expands

Most readers have undoubtedly seen a recent and significant increase in attention paid to prediction markets, like Kalshi and Polymarket. The rise of prediction markets has also led to regulatory and other concerns.  But amid all the scrutiny, questions remain about what prediction market companies may represent as D&O risks. A newly filed securities complaint against a crypto platform company may create new disclosure, governance, and insider-trading-related D&O exposures.

Continue Reading Prediction Markets and Emerging D&O Risk

It has now been several years since the peak of the SPAC boom, but litigation from that period continues to work its way through the courts. One of the ongoing cases, involving a 2020 SPAC transaction, involves the question of when the applicable three-year statute of limitations begins to run.

Continue Reading SPAC Fallout, Accrual Battles, and the Long Tail of De-SPAC Risk