As readers of this blog well know, a recent debate has been brewing over whether Delaware corporations should de-camp and reincorporate in another state, with Nevada and Texas often the preferred candidates. This debate gained momentum when Elon Musk called for states to redomesticate outside Delaware after the state’s courts struck down his ginormous Tesla pay package. As discussed here, in response to the DExit debate, Delaware legislators have now proposed a massive revision to Delaware’s corporate laws, among other things as a way to try to stop the perceived retreat of companies from Delaware. It now appears that opponents of the legislation are mounting an organized campaign to oppose the proposed revisions. It looks like the game is on for the proposed changes, as the bill sponsors prepare to try to move the legislation forward.

Continue Reading Critics Launch Campaign Opposing Delaware SB 21

As I have previously noted on this site (for example, here), a long-standing and frequently recurring litigation pattern has been the filing of a corporate or securities lawsuit in the wake of an antitrust enforcement action. In the latest example of this pattern, a plaintiff shareholder has alleged that Atkore, a PVC pipe manufacturer, misled investors by failing to disclose that its product pricing was being propped up by an alleged scheme with its competitors to fix prices. The securities suit filing follows a prior civil antitrust action against the company and its competitors. The securities suit, which in addition to representing an example of antitrust follow-on securities litigation, is also an example of a lawsuit arising out of a company’s post-COVID business operations. A copy of the February 21, 2025, complaint can be found here.

Continue Reading Antitrust Allegations Lead to Securities Suit Against PVC Pipe Company

The recent meteoric rise of Artificial Intelligence (AI) has not only upended many traditional business processes and set financial markets ablaze, but it has also captured the attention of the world’s political leadership. The leaders’ response includes not only excitement about AI’s impressive potential, but also concerns about the legitimate risks that AI presents. At the recent Artificial Intelligence Action Summit, held in Paris on February 10 and 11, 2025, many event participants advanced the view that for AI to realize its full potential, a regulatory “light touch” is required. While this restrained regulatory perspective has many advocates, the concerns associated with AI will still have to be addressed one way or another – which underscores the question about what the appropriate approach to AI regulation should be.

Continue Reading AI-Related Risk and Regulation

Earlier this week, a plaintiff shareholder filed a securities class action lawsuit against ad-buying platform The Trade Desk after the company announced revenues lower than anticipated due to delays in the rollout of the company’s AI-based forecasting tool. As discussed below, this new lawsuit arguably represents a potential new direction in AI-related securities lawsuits. A copy of the February 19, 2025, lawsuit can be found here.

Continue Reading Ad Platform Hit with Securities Suit for Alleged Failure to Disclose AI Risk

In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, Anne Ray, Lead Counsel of D&O and EPL Claims, Bowhead Specialty Underwriters, Inc., Elan Kandel, Member, Bailey Cavalieri LLC, and James Talbert, Associate, Bailey Cavalieri LLC, take a look at the top professional liability insurance coverage decisions from 2024. I would like to thank the authors for allowing me to publish their 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 the authors’ article.

Continue Reading Guest Post: Lessons from 2024: A Review of Key Insurance Coverage Decisions

As readers of this blog undoubtedly are aware, one of the provocative topics that has emerged in recent months is whether companies incorporated under the laws of Delaware should redomesticate under another state’s law, with Texas and Nevada as the alternative states typically under discussion. This ongoing debate has gained momentum in recent days, as additional firms have signaled an intent to move on from Delaware. There have also been a number of other key developments, including the introduction of legislative initiatives and an important court decision, providing further context for the ongoing discussion. Because the discussion of this topic is unlikely to end any time soon, it is important to recognize and understand the recent developments.

Continue Reading The Delaware Redomestication Debate Heats Up

Last month, when I assembled my list of the Top D&O Stories of 2024, I not only designated the November 2024 election of Donald Trump to a second Presidential term as last year’s top story but I also suggested that the advent of his second administration would likely be the top story of 2025 as well. We are now just four weeks into the Trump’s second term, and it is clear that my prognostication about the impact of the new Trump administration is truer than I ever imagined and in ways that I never foresaw.

The purpose of this post is to try to compile in one place a list of the ways in which – at least so far and at least as far as we know – the early actions of the new Trump administration has already impacted or will impact the world of D&O liability and insurance.

Continue Reading Trump 2.0 and D&O (So Far)

The global economy is still adapting to the advent of the Artificial Intelligence (AI) era. It remains unclear what AI ultimately will mean for economies and businesses, and many businesses are struggling to adjust in real time. The firms experiencing these struggles also include companies in the business of providing AI products and services. In many cases, these companies’ struggles can translate into securities litigation. A lawsuit filed earlier this week against Netherland-domiciled AI services company Elastic illustrates the ways securities litigation can arise from AI companies’ business struggles. A copy of the February 11, 2025, complaint filed against Elastic can be found here.

Continue Reading AI Search Company Hit with Securities Suit   

According to the latest annual report from ISS Securities Class Action Services, there were four court-approved securities class action settlements in 2024 large enough to make the firm’s list of the Top 100 U.S. Securities Class Action settlements. These settlements took place in a year in which there were 136 court-approved monetary securities class action lawsuit settlements totaling over $4.7 billion. The details of the 2024 court approved settlements, including with respect to the four largest during the year, can be found in the ISS Securities Class Action Services report entitled “The Top 100 U.S. Class Action Settlements of All-Time” (as of December 31, 2024), here.

Continue Reading ISS Releases Top 100 Securities Suit Settlements List

As I have noted on this site (most recently here), plaintiffs’ lawyers have launched a plethora of lawsuits against companies whose prospects soared during the initial government shut-down phase of the pandemic, but whose fortunes waned as the pandemic moved into the return-to-work phase. While plaintiffs’ lawyers have been quick to file these kinds of pandemic-related suits, the cases have not always fared particularly well.

Last week, in the latest example of one of these kinds of suits stalling at the initial pleading stage, a federal district court granted the defendants’ motion to dismiss – albeit without prejudice – in a pandemic-related lawsuits that had been filed against the portable energy generation company, Generac Holdings. The court’s February 7, 2025, decision, which can be found here, makes for interesting reading and arguably has important implications for other lawsuits of this type.

Continue Reading Court Dismisses COVID-19-Related Securities Suit Against Energy Generator Company