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A recent multi-state lawsuit challenging the Trump administration’s anti-DEI mandate highlights a major shift in the ongoing ESG backlash tracked by The D&O Diary. The case alleges that federal contractors are trapped by poorly defined requirements, which could lead to D&O exposure in a number of industry sectors. Because compliance is now tied directly to government revenue, even minor missteps could trigger contract termination, permanent debarment, and high-stakes fraud litigation under the False Claims Act.

Continue Reading New Challenge to Federal Contractor DEI Restrictions and D&O Impact

Antitrust enforcement has long represented a significant source of corporate liability exposure, and, as D&O Diary readers know, often serves as the catalyst for follow-on securities class actions and derivative suits. In the latest example of this litigation pattern, online real estate and rental marketplace, the Zillow Group (“Zillow”), and its CEO and CFO, have been named as defendants in a securities suit after the FTC filed an antitrust lawsuit against Zillow in September.

The June 9, 2026, complaint against Zillow can be found here (Zillow SCA).

Continue Reading Zillow Securities Lawsuit

A newly filed lawsuit against Oura Health (Oura) highlights how company-directed share repurchases executed shortly before major financing transactions or anticipated IPOs can create significant D&O risk for late-stage private companies domiciled in Delaware. As companies remain private longer, secondary liquidity transactions involving founders, employees, and former executives seeking to monetize their holdings have become increasingly common. At the same time, these transactions can create fertile ground for litigation when significant valuation-enhancing events emerge shortly after a sale closes.

Continue Reading D&O Risks in Pre-IPO Share Repurchases

As readers know, in recent years, red state politicians and other litigants, in service of an anti-ESG backlash agenda, have launched a series of suits challenging the sustainability practices and policies of companies, asset managers, and other market participants. On May 20, 2026, the Texas Attorney General (AG) launched the latest of these kinds of suits, filing an action against proxy advisory firm Institutional Shareholder Services (“ISS”), alleging the company deceptively prioritized undisclosed ESG factors over objective financial analysis.  The lawsuit was filed in conjunction with similar state court lawsuits brought in Nebraska, Iowa and West Virginia. 

Continue Reading Texas Targets ISS in Expanding Anti-ESG Campaign

The D&O Diary is pleased to announce that the second installment in its podcast series is now available online. This latest podcast discusses artificial intelligence from the perspective of D&O risk, specifically including AI-related litigation, regulation, and board governance. The episode, like our recent D&O Diary post on AI, D&O Risk, and the Limits of Underwriting, also discusses the challenge that AI presents for D&O insurance underwriters.

Continue Reading D&O Diary Podcast Series – Episode 2: Artificial Intelligence (AI)

A recent decision in the long-running securities litigation involving Cutera, Inc. serves as a potent reminder of the complex interplay between securities class actions and Chapter 11 restructuring. In a May 11, 2026, order, the Northern District of California dismissed the suit against Cutera and its former executives, ruling that claims against the company were legally discharged via its bankruptcy reorganization and that allegations against the individual defendants failed to meet the PSLRA’s exacting scienter standards.

Continue Reading Securities Suit Dismissed: Bankruptcy Discharge and Scienter Deficiencies

D&O Diary readers are likely familiar with the following pattern involving short seller reports: the short seller publishes attention-grabbing revelations about the operations or financial results of a listed company; the company’s shares decline; and a plaintiffs’ securities class action law firm files a securities class action lawsuit, often based solely on the accusations in the short seller’s report.  However, in a lawsuit filed on May 1, 2026, in the Southern District of Florida, Starfighters Space, Inc. (Starfighters) and related entities flipped the script. Starfighters complaint against purported short sellers alleges a coordinated “short-and-distort” campaign involving the publication of a purported research report and its amplification across social media platforms (Starfighters Lawsuit).  

Continue Reading Affirmative Litigation and “Short-and-Distort” Campaigns

Over the last several years, artificial intelligence (AI) has evolved into a central component of many companies’ growth strategies. As organizations increasingly integrate AI into their operations, products, and business models, the associated litigation risks have begun to emerge as well. The D&O Diary has been tracking the rise of AI-related litigation, from early AI-washing cases to a growing number of securities suits involving AI infrastructure investments, AI-enabled business models, and AI-related disclosure issues.

Continue Reading AI, D&O Risk, and the Limits of Underwriting