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Continuation Vehicles (CVs) have grown in popularity with private equity (PE) firms as traditional exit routes, such as IPOs and strategic sales, have become unfavorable due to geopolitical turmoil, macroeconomic and AI- driven disruption.  However, the same features that make CVs attractive for PE sponsors may also create D&O and E&O exposure, as sponsors typically control key aspects of the transaction, including valuation, process design, and investor disclosures.

Continue Reading Continuation Vehicles and Private Equity Management Liability Risk

A securities class action filed against ZoomInfo Technologies, Inc. and certain of its directors and officers on June 25, 2026, highlights what may be the next phase of AI-related securities litigation. Unlike many earlier AI-related lawsuits, which alleged that companies overstated their AI capabilities, the Zoom complaint alleges that the company accurately described its AI initiatives but failed to disclose that AI was simultaneously disrupting its legacy business model.

If this theory gains traction, it could represent another evolution in AI-related securities litigation: from alleged AI washing to alleged underdisclosure of AI-related business risks.

Continue Reading AI-Related Securities Litigation Continues to Evolve

The third episode of The D&O Diary Podcast Series is now live. Building on our June 30, 2026, post discussing first-half federal court securities class action lawsuits, this episode explores the factors and  trends driving the number of current suit filings.

In this podcast, we discuss the overall increase in the total number of federal court securities suits during the first six months of 2026; the continued emergence of AI-related securities litigation; and the significant role that stock manipulation and promotion-related claims in the number of securities suits that have been filed so far this year. We also examine what these developments may mean for public companies, directors and officers, and D&O insurers in the months ahead.

Continue Reading The D&O Diary Podcast Series – Episode 3: Securities Class Action Suit Filing Trends

For more than two decades, The D&O Diary has chronicled successive waves of securities litigation involving foreign companies with shares listed on U.S. exchanges. The Chinese reverse merger cases of the early 2010s centered on alleged accounting fraud. More recently, a new cluster of lawsuits has emerged involving low-float stocks, artificial intelligence announcements, SPACs, and alleged market manipulation. 

A lawsuit filed in the Southern District of Texas on June 23, 2026, brings many of these themes together and may signal an emerging variant of cross-border securities fraud. The complaint combines four themes that have increasingly appeared in D&O litigation: sanctions, cryptocurrency, low-float trading, and cross-border market manipulation.

Continue Reading New Lawsuit Suggests Evolution in Cross-Border Securities Fraud

The private credit industry’s litigation wave continues to evolve. A newly filed lawsuit against Blue Owl Technology Credit Advisors LLC targets a core feature of modern private credit structures: whether an investment adviser can be held liable for collecting advisory fees on payment-in-kind (“PIK”) income that may never be realized in cash.

A copy of the complaint can be found here.

Continue Reading Private Credit Excessive Fee Lawsuit Over Payment-In-Kind

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)