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Amid signs of a renewed uptick in SPAC activity, courts continue to grapple with D&O insurance coverage issues arising out of older de-SPAC transactions. In a March 30, 2026,  decision involving the de-SPAC of View Operating Corporation (View), the Delaware Superior Court held, in part, that View’s D&O policy “public offering” exclusion did not apply to preclude coverage for claims arising out of a de‑SPAC transaction and that additional payment conditions could not be imposed unless expressly stated in the policy.

Continue Reading Delaware Court Rejects “Public Offering” Exclusion in De-SPAC Coverage Dispute
Stephen Hourigan

In the following guest post, Stephen Hourigan presents his view that Delaware’s courts have reimagined the role of Corporate Boards’ Audit Committees, yet the D&O insurance underwriting approach has yet to catch up to these changes. Stephen is the Founder and CEO of Penguin AI. We would like to thank Stephen for allowing us to publish his article as a guest post on this site. Here is Stephen’s article.

Continue Reading Guest Post: The Audit Committee: D&O Underwriting is Behind Delaware Law

In recent years, leveraged buyouts have once again become a significant source of corporate and securities litigation risk, particularly where founder‑led or controller‑influenced companies pursue take‑private transactions with private equity sponsors. A newly filed Delaware Chancery Court complaint arising out of the 2025 take-private of Skechers U.S.A., Inc. (the “Skechers Complaint”) provides a timely example. The Skechers Complaint illustrates how these transactions can give rise to fiduciary duty claims, especially when minority stockholders allege that a controlling stockholder influenced both the timing and structure of a transaction to their own benefit. The case may also offer a useful lens through which to examine how recent developments in Delaware statutory and case law may affect the standard of review applicable to controller-led transactions.

Continue Reading A Delaware Take-Private Suit and Controller Buyout D&O Risk

It has now been several years since the peak of the SPAC boom, but litigation from that period continues to work its way through the courts. One of the ongoing cases, involving a 2020 SPAC transaction, involves the question of when the applicable three-year statute of limitations begins to run.

Continue Reading SPAC Fallout, Accrual Battles, and the Long Tail of De-SPAC Risk

The SpaceX acquisition of xAI closed in early February 2026, creating a combined entity valued around $1.25 trillion and formalizing Elon Musk’s consolidation of rockets, satellites, AI infrastructure, and data platforms under one roof. From a governance and D&O perspective, the deal functions as a fiduciary stress test on the eve of a potential mega‑IPO later this year, with reporting indicating an IPO valuation target as high as $1.5 trillion. The transaction consolidates founder‑controlled entities and imports AI‑related litigation and regulatory risk into SpaceX’s operations, alongside a bold plan to build solar‑powered orbital data centers that would shift AI compute off‑planet. The discussion below highlights governance expectations, litigation exposure, and disclosure considerations D&O underwriters may weigh as the combined company approaches the public markets.

Continue Reading The SpaceX–xAI Merger
Sarah Abrams

In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, reviews the latest developments in SPAC-related Delaware Chancery Court proceedings, in light of the recent resurgence in SPAC transactions in the financial marketplace. I would like to thank Sarah for allowing me to publish her article as a guest post on this site. Here is Sarah’s article.

Continue Reading Guest Post: Delaware Court Allows Core De-SPAC Fiduciary Duty Claims to Proceed

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”

If a defendant company settles a shareholder lawsuit by issuing stock rather than by paying cash, does the settlement represent “Loss” within the meaning of the company’s D&O insurance policy? Earlier this year, a Delaware court said it does. Now, the Delaware Supreme Court has affirmed the lower court, for the reasons stated by the lower court. As discussed below, these rulings raise some interesting issues. The Delaware Supreme Court’s December 9, 2025, order affirming the lower court can be found here.

Continue Reading Does Issuance of Stock to Settle a Shareholder Suit Constitute “Loss”?

Sexual harassment allegations can of course support an employment practices claim. But if the conduct results in harm to the company through an adverse judgment, can the same misconduct allegations also support a claim under Delaware law for breach of fiduciary duty? At least one past Delaware court said, in the context of that case, that the answer is “yes.” However, a recent Delaware Chancery Court decision took a different view, holding that “interpersonal” conduct alleged was “not a matter of corporate internal affairs.” A copy of the December 1, 2025, decision can be found here.

Continue Reading Del. Court: Harassment Charges Do Not Establish Fiduciary Duty Breach