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Vijay Jyotish

In the following guest post, Vijay Jyotish, who writes on forecasting and decision-making under uncertainty, argues that launch-day decisions for self-insured space missions can expose companies to hundreds of millions of dollars in risk, yet often bypass board-level oversight because they are treated as engineering decisions rather than enterprise risks. The author contends that evolving Delaware case law increasingly requires boards to have documented systems for monitoring mission-critical risks, and recommends a process for recording and reviewing launch-day risk assessments before each launch. Our thanks to Vijay for allowing us to publish his article on this site. Here is Vijay’s article.

Continue Reading Guest Post: Board Oversight of Self-Insured Launch Risk
Paul Noon

In the following guest post, Paul Noon,  OBE, Emeritus Professor of AI and Innovation and former Deputy Vice Chancellor at Coventry University, argues that UK company directors face growing legal and governance risks from AI under both the UK Companies Act and the EU AI Act, whose broad extraterritorial scope can apply even to UK companies with no EU presence if their AI systems affect people in the EU. The author also considers the implications for U.K. boards. We would like to thank Paul for allowing us to publish his article on our site. Here is his article.

Continue Reading Guest Post: The UK Board’s AI Blind Spot

As we have detailed in numerous posts on this site, Artificial Intelligence (AI) is an important area of emerging corporate risk. AI also represents an important corporate governance challenge for companies and their boards. In the following guest post, Patrick Meson takes a detailed look at the nature of AI-related corporate risks and considers the corporate governance implications. Patrick is a Corporate Counsel at a New York Investment Bank. Our thanks to Patrick for allowing us to publish his article on this site. Here is Patrick’s article.

Continue Reading Guest Post: AI Governance Is a Fiduciary Duty

Delaware courts recently have wrestled with the question whether and when underlying allegations of sexual harassment can support a breach of fiduciary duty claim against corporate boards. Indeed, late last year, in the Credit Glory case, at least one Delaware Chancery Court decision rejected the viability of this type of claim. Now, in the latest case addressing these questions, and involving shocking underlying allegations of drugging, sexual assault, and rape at company events, a Delaware Chancery Court sustained a breach of the duty of oversight claim against directors alleged to have covered up the underlying allegations and retaliated against a whistleblower. The court’s detailed opinion is written in obvious anticipation of Supreme Court review. The January 16, 2026, opinion in the eXp World Holdings case can be found here.

Continue Reading Del. Court: Board Failed to Respond to Sexual Misconduct “Red Flags”
Sarah Abrams

In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, explores the extent to which underwriting risks and even claims exposures can arise when a company founder or former executive publicly criticizes his or her former company. I would like to thank Sarah for allowing me to publish her article at a guest post on this site. Here is Sarah’s article.

Continue Reading Guest Post: Founder Fights
Sarah Abrams

Readers may be aware of Anthropic’s recent settlement of its high-profile AI copyright infringement case. The lawsuit and its settlement clearly involve important intellectual property issues. In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, considers whether the lawsuit and its settlement may also point toward D&O liability and insurance issues as well. 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 submit a guest post. Here is Sarah’s article.

Continue Reading Guest Post: Is Claude the Next Napster?
Sarah Abrams

In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, takes a closer look at the civil and criminal litigation filed against casual dining company Fat Brands and considers the implication of the litigation for Sides A and B coverage under a D&O insurance policy. 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: Fat Chance
Burkhard Fassbach

The increasing prevalence of artificial intelligence (AI) tools and processes present companies with a host of opportunities and risks. These opportunities and risks in turn create challenges for corporate boards as they try to navigate the changing environment. In the following guest post, Burkhard Fassbach, considers the corporate governance implications AI presents for companies and their boards. Burkhard is a D&O lawyer in private practice in Germany. I would like to thank Burkhard 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 Burkhard’s article.

Continue Reading Guest Post: Navigating AI Governance

In the immediate aftermath of the Delaware Supreme Court’s 2019 decision in Marchand v. Barnhill, which revitalized so-called Caremark claims for breach of the duty of oversight, one question I was asked was whether claimants might seek to assert breach of the duty of oversight claims in the context of cybersecurity and data privacy issues. Claimants did, in fact, subsequently raise Caremark claims in connection with the high-profile date breaches at Marriott and SolarWinds, but in each case, the Delaware Chancery Court granted the defendants’ motions to dismiss (as discussed here and here, respectively), raising questions about the viability of duty of oversight claims in the cybersecurity context.

Notwithstanding the less than promising track record for these kinds of claims, in a recent article, NYU Law Professor Jennifer Arlen argues that cybersecurity-related claims for breach of the duty of oversight should support Caremark liability in at least one class of cases – that is, cases relating to companies for whom cybersecurity is a “mission critical legal risk” and in which it is alleged that the company had inadequate cybersecurity that risked (and later caused) substantial harm to businesses and government agency customers, and that the company had misled the customers through statements that were designed to defraud the customers into believing that the company’s cybersecurity systems were materially better than they were. Professor Arlen’s March 18, 2025, post on the Harvard Law School Forum on Corporate Governance about Caremark claims in the cybersecurity context can be found here.

Continue Reading Cybersecurity and the Duty of Oversight
John McCarrick

Readers of this blog have no doubt followed both the recent ongoing controversy over whether companies should leave Delaware for supposedly friendlier jurisdictions as well as the legislation recently introduced in the state’s General Assembly to try to address some of the legal concerns behind the leaving Delaware initiative. In the following guest post, and in the context of these issues, John McCarrick, a partner at the Robinson & Cole law firm in New York, takes a look at recurring Delaware issues that in his view are of significant concern to D&O insurers. I would like to thank John 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 John’s article.

Continue Reading Guest Post: DExit Drama and D&O Insurance Issues