Corporate Governance

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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
Darren Bloomfield

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
Sarah Abrams

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
Sarah Abrams

In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, takes a look at the D&O risks that can arise from crypto-adjacent firms’ use “liquidity pools,” in view of the D&O claims involving the bankrupt digital token firm, SafeMoon. 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: Liquidity Pool Fraud and D&O Risk
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

In a post last week, I wrote about the recurring question of who is an “officer” for purposes of determining qualification for advancement, indemnification, and insurance benefits. I received several comments about the post, including a note from Keith Paul Bishop of the Allen Matkins law firm, who writes the California Corporate & Securities Law blog. Bishop wrote to send me links to two of his blog posts, in which he explored the California and Delaware statutory provisions relevant to the question of, as he put it, “what makes an officer an officer?” His blog posts provide interesting additional perspective on this question.

Continue Reading More About Who is an “Officer”