In late March (as discussed here), and as part of its effort to try to stem the flow of corporate departures from the state, the Delaware legislature enacted S.B. 21, which made a number of significant revisions to the state’s corporations code. As I noted in a prior post, a number of parties in lawsuits pending in the state’s courts have raised constitutionality challenges to S.B. 21. Late last week, a Vice Chancellor certified two questions to the state’s Supreme Court. Earlier this week, the Supreme Court agreed to take up the questions, apparently on a fast-track basis. The certification of the questions and the Supreme Court’s response ensure that the constitutionality questions will be quickly reviewed.

Continue Reading S.B. 21 Constitutionality Questions Certified to Del. Supreme Court
Sarah Abrams

CEOs, like everyone, have private lives, and like everyone else, their private lives are their business. Except of course when issues concerning their the private lives arise and spill into their roles as CEOs. In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, takes a look at the way in which CEOs’ private lives can become relevant to issues of potential D&O liability. I would like to thank Sarah for allowing me to publish her 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 Sarah’s article.

Continue Reading Guest Post: Personal Relationships and Potential Board Liability: How Much is Too Much Information?

In what appears to be one of the largest derivative lawsuit settlements ever, Alphabet, Google’s parent company, has agreed to provide $500 million over ten years to fund the reconstruction of the company’s global compliance structure. The lawsuit and its settlement follow in the wake of extensive federal and state antitrust enforcement activity against the company. The settlement is subject to court approval. A copy of the plaintiffs’ unopposed May 30, 2025, motion for preliminary approval of the settlement can be found here.

Continue Reading Alphabet Settles Antitrust-Related Derivative Suit for $500 Million
Sarah Abrams

Readers undoubtedly were interested to hear the news last Friday that the presiding court had approved the settlement in the long-standing lawsuits against the NCAA regarding student-athlete payment. Among other things, the settlement could usher in a new era that will allow colleges to directly pay their student-athletes. In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, takes a look at the settlement and its background, and considers the possible management liability implications for universities. I would like to thank Sarah for allowing me to publish her 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 Sarah’s article.

Continue Reading Guest Post: What Does the House Settlement Mean for University Liability?
Prague Old Town Square

The D&O Diary is on assignment in Europe this week, with a first stop in Prague, the capital and historic heart of the Czech Republic. Nestled on the banks of the Vltava River, Prague is a living museum of architectural treasures. With its bridges, castles, and rich history, Prague is one of Europe’s most charming cities.

Continue Reading Prague
Sarah Abrams

As readers know, one aspect of President Trump’s exercise of his presidential powers has been his willingness to grant pardons to certain persons, including even, as it has turned out, corporations. In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, takes a look at the possible D&O insurance implications for a policyholder that has been convicted of a crime but granted a pardon. I would like to thank Sarah for her willingness to allow me to publish her 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 Sarah’s article. 

Continue Reading Guest Post: Pardon Me

Nessim Mezrahi

In the following guest post, Nessim Mezrahi identifies three factors that present the current state of play in the U.S. D&O market.  Nessim is co-founder and CEO of the data analytics firm SAR LLC.  SAR previously published a version of this article as a client alert on May 23, 2025.  I would like to thank Nessim for allowing me to publish this article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to the site’s readers. Please contact me directly if you would like to submit a guest post. Here is Nessim’s article.

Continue Reading Guest Post: The State of U.S. D&O Market: Three Factors Impacting the U.S. D&O Market
Sarah Abrams

Last fall the U.S. Supreme Court dismissed, as improvidently granted, the writ of certiorari in two pending securities lawsuits, including in the Meta Platforms/Facebook case (as discussed here). The Court’s dismissal of the writ of certiorari in the Facebook case had obvious implications for the immediate litigants in the case, as it left the prior circuit court ruling standing. But the dismissal also has important implications for litigants in other cases involving the same issues as were raised in the Facebook case.

In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, considers the implication for those other litigants in those other cases in light of the Supreme Court’s dismissal of the writ of certiorari in the Facebook case. I would like to thank Sarah for allowing me to publish her article as a guest post on this site. I welcome guest post submissions from responsible authors in topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is Sarah’s article.

Continue Reading Guest Post: Location, Location, Location

Because the so-called “bump up” exclusion typically found in D&O insurance policies is a frequently litigated policy term, industry observers were closely watching Fourth Circuit’s consideration of the question whether the exclusion applies to the settlement of litigation relating to Towers Watson’s January 2016 merger with Willis Group Holdings. On May 28, 2025, the appellate court held that the exclusion precludes coverage for the $90 million settlement of the underlying litigation. As discussed below, the appellate court’s decision likely will not put an end to disputes about the applicability of the exclusion. A copy of the Fourth Circuit’s May 28 decision can be found here.

Continue Reading 4th Circ.: Bump-Up Exclusion Bars Towers Watson Settlement Coverage