Every year after Labor Day, The D&O Diary takes a step back to survey the most important current trends and developments in the world of Directors’ and Officers’ liability and insurance. This year’s review is set out below. As the following discussion shows, this is a particularly interesting time in the world of D&O.
Continue Reading What to Watch in the World of D&OOne of the most urgent current issues in the D&O insurance marketplace is the question of how artificial intelligence (AI) will impact the D&O liability and insurance landscape. In order to get a sense of the industry’s current thinking on AI-related issues, The D&O Diary, in collaboration with Allianz Commercial, recently prepared and distributed a survey seeking readers’ views on several AI-related topics.
The survey drew 250 responses from industry professionals located in the United States, Germany, the United Kingdom, Canada, and 21 other countries. The strong response provides a detailed picture of how the insurance industry views this new and challenging technological frontier.
Continue Reading Industry Survey Results: AI’s Impact on D&O Liability and Insurance
In the following guest post, Ben Dubin, Managing Memberof VC Expert Services, LLC, examines Vice Chancellor Laster’s May 2026 opinion in the Zync v. Porsche case, a decision that highlights the legal and D&O insurance risks for investor-appointed directors and their sponsoring venture firms, particularly when directors are accused of acting as agents of the investor rather than exercising independent fiduciary judgment on behalf of the company. This post is the second of two guest post from Ben discussing D&O risks associated with venture capital board seats. Ben’s prior post on the topic can be found here. We would like to thank Ben for allowing us to publish his articles as guest posts on this site. Here is Ben’s article.
Continue Reading Guest Post: Zync v. Porsche and the D&O Risks of VC Board Seats
In the following guest post, Evan Bundschuh and Burkhard Fassbach share and analyze their research into the geopolitics-related Form 10-K disclosures of 26 large-cap U.S.-listed public companies, as well as 52 small-cap and mid-cap companies, in order to assess the level and significance of public companies’ disclosure statements pertaining to geopolitics. Evan is Vice President at GB&A, a retail insurance brokerage in New York, and Burkhard is a D&O lawyer in private practice in Germany. My thanks to Evan and Burkhard for allowing us to publish their article on this site. Here is their article.
Continue Reading Guest Post: Geopolitical Risk Mapping in the 2025 Filing Season
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
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
One of the more noteworthy recent trends in corporate law has been the push for companies (particularly companies incorporated in Delaware) to consider reincorporating elsewhere (primarily Texas or Nevada). A number of companies have in fact changed their state of incorporation. Arguably the biggest move of all is ExxonMobil’s recent action to reincorporate in Texas, which the company’s shareholders approved in May. The company’s change in its state of incorporation after roughly 140 years of corporate existence is a noteworthy development, and worth considering further.
Continue Reading Thinking About Exxon’s Reincorporation in Texas
During my panel, “Shifting Ground: D&O in a Changing World,” at the Professional Underwriting Liability Society (PLUS)’s annual D&O Symposium, I noted the potential for emerging risks stemming from the U.S. government’s recent role as a shareholder in publicly traded companies, including Intel Corp. (Intel).
On March 5, 2026, an Intel investor filed his Verified Stockholder Derivative Complaint in Delaware Court of Chancery against, among others, Intel’s CEO Lip-Bu Tan and U.S. Commerce Secretary Howard Lutnick (Intel Derivative). Certain exhibits to the Intel Derivative were initially made public, with the lawsuit unsealed days later. The following discusses the Intel Derivative and potential corporate governance challenges that increased government equity ownership may raise for U.S. companies.
Continue Reading Intel Derivative Suit Tests Governance Implications of Government Equity Stakes
In the following guest post, Darren Boomfield, Account Executive at Cogitate, takes a look that the director and officer liability and insurance considerations that can arise when companies participate in venture capital funding. My thanks to Darren for allowing me to publish his article on this site. Here is Darren’s article.
Continue Reading Guest Post: Venture Capital, Startup Liability, and D&O Insurance
Spring may seem like it is a long time away, but it is never too early to think about baseball. In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, takes a look at issues surrounding the potential liability of sports league officials and board members and considers the D&O insurance implications. My thanks to Sarah for allowing me to publish her article as a guest post on this site. Here is Sarah’s article.
Continue Reading Guest Post: Fiduciary Duty, Governance, and Minor League Baseball