Larry Fine

In the following guest post, Larry Fine takes a look at the implications of the U.S. Supreme Court’s April 2025 decision in the Cornell University ERISA fiduciary liability case. Larry is Management Liability Coverage Leader, Willis FINEX. A version of this article previously was published as a WTW client alert. I would like to thank Larry for allowing me to publish his 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 Larry’s article.

Continue Reading Guest Post: Why the Supreme Court’s Cornell Decision May Not Have a Major Effect on ERISA Fiduciary Exposure
Sarah Abrams

We are now well into the new Trump administration. The President’s nominee to head the SEC, Paul Atkins, has now been sworn in. At the same time, the SEC is also dealing with the fallout from the U.S. Supreme Court’s decision last term in the Jarkesy case. In the following guest post, Sarah Abrams takes a look at what all this could mean for the SEC. Sarah is Head of Claims, Baleen Specialty, a division of Bowhead Specialty. I would like to thank Sarah for allowing me to publish her article on my 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 The Post-Jarkesy, Atkins SEC

As part of our beat here at The D&O Diary, we read all of the new securities class action lawsuit complaints as they come in. As a result, we have become quite accustomed to the reality that, as Bloomberg columnist Matt Levine famously put it, “everything, everywhere is securities fraud.” But our experience did not quite prepare us for the new complaint filed earlier this week against UnitedHealth Group that works the CEO’s murder into the complaint’s allegations. A copy of the May 7, 2025, complaint filed against UnitedHealth can be found here.

Continue Reading Event-Driven Litigation, Sure, But Even Where the Event is the CEO’s Murder?

In late March, Delaware enacted S.B. 21, legislation calculated to encourage companies to incorporate in the state, and to stay in the stay, rather than incorporating or reincorporating elsewhere. The bill included measures that could affect corporate litigation in Delaware in ways that may undercut litigation efforts of shareholders (and their lawyers). The plaintiffs’ lawyers apparently are prepared to fight back.

Earlier this week, in a new lawsuit involving Acushnet Holdings Corp., plaintiffs’ lawyers filed a Delaware Chancery Court complaint that, among other things, challenges the constitutionality of S.B. 21. This new suit joins earlier litigation previously filed also challenging S.B. 21’s constitutionality, as discussed below.  A copy of the latest complaint, filed in Chancery Court on May 5, 2025, can be found here. (Hat tip to Anthony Rickey, of Margrave Law LLC, who posted the complaint in a LinkedIn post, here.)

Continue Reading Claimants Challenge S.B. 21 Constitutionality

As I noted in a recent post (here), even though we are now more than five years past the initial COVID-19 outbreak in the U.S., companies continue to be hit with securities class action lawsuits alleging that the lingering effects of the pandemic’s disruption continue to affect their operations and financial results. The latest COVID-related securities lawsuit example provides an interesting variant on the typical allegations. The complaint in a new securities suit against pharma supply company West Pharmaceutical Services alleges not that the company failed to disclose the full impact of the pandemic on its operations and financial results, but rather that the company’s reports about the pandemic’s pervasive disruption masked other undisclosed customer losses.  A copy of the complaint against West can be found here.  

Continue Reading Pharma Supply Company Hit with COVID-Related Securities Suit
Sarah Abrams

One of the current hot topics is corporate and securities law is whether Delaware companies should reincorporate in other states, particularly in the states of Nevada or Texas. In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, examines the state of incorporation of the new Texas Stock Exchange, which, surprisingly, turns out to be Delaware. I would like to thank Sarah for allowing me to publish her article on this site. I welcome guest post submissions from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is Sarah’s article.

Continue Reading Guest Post: The TXSE is Domiciled in Delaware

Even before the start of the new Trump administration, corporate DEI initiatives faced increasing scrutiny. With the new administration, DEI initiatives face even greater scrutiny. Following Trump’s January inauguration, the President and the Attorney General declared that the new administration intends to target what they have called “illegal DEI.” The administration’s approach creates regulatory and enforcement risks for companies and their executives with respect to DEI issues. And as detailed in a recent law firm memo, these developments could also give rise to increased corporate and securities litigation risks as well, as discussed below. The Winston and Strawn law firm’s April 28, 2025, memo entitled “Securities Litigation Risk in the Evolving DEI Landscape” can be found here.

Continue Reading Corporate and Securities Litigation Risk in the New DEI Environment
Sarah Abrams

In the wake of the SPAC IPO frenzy in 2021, SPAC activity cratered. However, as detailed in the following guest post from Sarah Abrams, there are signs that SPAC IPOs may be making a comeback, a revival that may raise certain concerns. Sarah is Head of Claims, Baleen Specialty, a division of Bowhead Specialty. 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: SPACs are Back

There is no doubt that sentiment toward ESG initiatives has shifted – in the U.S. and elsewhere. For starters, the SEC recently voted to withdraw its court defense of its own climate change disclosure guidelines. The ESG pullback has also reached Europe, as, in February 2025, the European Commission proposed an omnibus package of measures to simplify and streamline the EU’s ESG reporting requirements, as discussed here. More recently, and as discussed below, the European Parliament earlier this month voted to delay key EU ESG reporting requirements for two years, to allow more time for EU politicians to negotiate further changes to the union’s sustainability reporting rules. An April 3, 2025, Reuters article discussing the European Parliament’s vote can be found here.

Continue Reading European Parliament Votes to Delay EU Sustainability Reporting Requirements

It has now been over five years since the initial COVID-19 outbreak in the U.S. in March 2020, but the pandemic’s disruptive effects continue reverberate through the economy. In a newly filed securities lawsuit against auto rental company Avis Budget Group, investors claim that the company concealed an auto fleet-related business move that the company made because of earlier pandemic-caused supply chain disruptions. The new lawsuit’s allegations show how the pandemic’s lingering effects continue to influence companies’ decisions and actions – and lead to litigation. A copy of the April 25, 2025 lawsuit can be found here.

Continue Reading Lingering COVID Effects Drive Securities Suit Against AVIS