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

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)

The emergence of artificial intelligence (AI) technology presents an enormous opportunity for many companies and indeed for commerce generally. It also presents an enormous challenge for companies trying to establish themselves as one of the winners in the AI scramble. Among the prominent companies involved in this scramble are several of the technology giants, including, for example, Microsoft, a company that, at least according to press reports, recently has faced some challenges with its AI product, Copilot.

Now, the company has been hit with a securities suit alleging the company overstated its AI prospects and success, while downplaying the difficulties it was facing. The complaint illustrates many of the important features of the  still-emerging AI-related litigation. A copy of the June 12, 2026, complaint against Microsoft can be found here.

Continue Reading Microsoft Hit with AI-Related Securities Suit

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

In recent posts (for example, here), we have documented growing problems in the private credit industry. As we have also discussed (most recently here), in many instances these problems have translated into corporate litigation. Among the growing numbers of private credit market-related lawsuit filings has been a series of lawsuits against filed Blue Owl Capital and related entities.

In the latest development in this series, last week a plaintiff investor filed a derivative lawsuit on behalf of one of the Blue Owl funds against the fund’s investment manager and advisor, alleging that the advisor’s conflicted valuations of the fund’s private credit assets resulted in the payment of improper and excessive fees to the advisor. The new lawsuit has several interesting features and suggests the possibility of further litigation in the private credit space. A copy of the June 5, 2026, lawsuit can be found here.

Continue Reading More Litigation in the Private Credit Industry

The annual shareholder proposal season often serves as a useful barometer of investor priorities, corporate governance trends, and emerging areas of potential D&O risk. This year, however, the proxy season also provided a glimpse into what may become a fundamentally different shareholder activism landscape.

Continue Reading 2026 Shareholder Proposal Season and Look Forward
Geoffrey Fehling
Charlotte Leszinske

One of the common situations in which D&O insurance is called into play is when a company’s board has been hit with a shareholder derivative lawsuit. In the following guest post, Geoffrey B. Fehling and Charlotte E. Leszinske examine a recent derivative suit and consider the D&O insurance issues that can arise in the derivative lawsuit context. Geoff is a Partner, Hunton Andrews Kurth LLP, and Charlotte is an Associate, Hunton Andrews Kurth LLP. A version of this article previously was published as a Hunton Andrews Kurth client alert. My thanks to Geoff and Charlotte for allowing us to publish their article as a guest post on this site. Here is the authors’ article.

Continue Reading Guest Post: Leveraging D&O Insurance for Shareholder Derivative Claims

As we teased in our 20th Anniversary post, the D&O Diary Podcast launched earlier this week. We recognize that content is consumed across a variety of media, and we are grateful to our community for suggesting that we record a podcast discussing D&O Diary topics.

Continue Reading The D&O Diary Launches Podcast Series

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, the United States Supreme Court has issued a series of decisions addressing the SEC’s powers to seek disgorgement against alleged securities law violators. Last Thursday, in the latest decision in the recent series, the Court issued a unanimous decision holding in Sripetch v. SEC that the SEC can seek disgorgement as a remedy even if the agency cannot prove that investors suffered a financial loss. The decision, which resolves a split between the federal judicial circuits on the issue, represents an affirmation of the SEC’s disgorgement authority. The Supreme Court’s June 4, 2026, ruling can be found here.

Continue Reading U.S. Supreme Court: Financial Loss Not a Precondition for SEC Disgorgement Authority