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The directors’ and officers’ liability environment is always changing, but 2025 was a particularly eventful year, with important consequences for the D&O insurance marketplace. The past year’s many developments also have significant implications for what may lie ahead in 2026 – and possibly for years to come.  I have set out below the Top Ten D&O Stories of 2025, with a focus on future implications. Please note that on Thursday, January 15, 2026 at 11:00 am EST, my colleagues Marissa Streckfus, Chris Bertola, and I will be conducting a free, hour-long webinar in which we will discuss The Top Ten D&O Stories of 2025. Registration for the webinar can be found here. Please join us for the webinar.Continue Reading The Top Ten D&O Stories of 2025

Sarah Abrams

Among one of many changes afoot at the SEC under its current Chair Paul Atkins is Atkins’s proposal calling for the agency to reconsider its rule allowing shareholders to include non-binding shareholder resolutions in corporate proxy materials. In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, takes a look at Atkins’s proposal concerning shareholder resolutions and considers the potential impact of a rule change on D&O liability. I would like to thank Sarah for allowing me to publish her article on this site.Continue Reading Guest Post: Is the SEC Signaling the End of ESG Shareholder Proposals?

Corporate social responsibility (CSR) scores are meant to measure a company’s commitment to ethical practices and social contributions. CSR scores have their critics. Among other concerns, the scores are sometimes criticized for their lack of uniformity, their reliance on subjective or qualitative measures, and their lack of verifiability. A recent Wall Street Journal column criticizes CSR scores on yet another ground, which is, according to the author, that CSR scores may serve as a way for companies to mask financial fraud.Continue Reading What Can Corporate Social Responsibility Scoring Tell Us About Financial Fraud?

The Trump administration has made it clear that combatting “illegal DEI” is a priority. Indeed, on the first full day after his inauguration, President Trump issued an executive order targeting “Illegal DEI” in the private sector. In early February, Attorney General Pam Bondi issued a memo directing the U.S. Department of Justice’s positions with respect to DEI. Now, the newly appointed head of the Department of Justice’s Civil Division has issued a separate memo identifying the division’s priorities, with DEI topics given precedence, clearly marking DEI as a DOJ Civil Division enforcement authority, with important implications for companies.   Continue Reading Department of Justice Civil Division Targets “Illegal DEI”

Burkhard Fassbach

As this blog’s readers know, DEI as a topic has proven to be a high priority under the new Trump administration. The administration’s approach to DEI is important not only for domestic U.S. companies, but also for multinational companies with U.S. subsidiaries. In the following guest post, Burkhard Fassbach examines the DEI-related issues for multinational companies. 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: What Multinational Corporations Should Know About DEI Risks in the US

Even before the start of the new Trump administration, corporate DEI initiatives faced increasing scrutiny. With the new administration, DEI initiatives face even greater scrutiny. Following Trump’s January inauguration, the President and the Attorney General declared that the new administration intends to target what they have called “illegal DEI.” The administration’s approach creates regulatory and enforcement risks for companies and their executives with respect to DEI issues. And as detailed in a recent law firm memo, these developments could also give rise to increased corporate and securities litigation risks as well, as discussed below. The Winston and Strawn law firm’s April 28, 2025, memo entitled “Securities Litigation Risk in the Evolving DEI Landscape” can be found here.Continue Reading Corporate and Securities Litigation Risk in the New DEI Environment

The Trump Administration has already signaled its intent to take a far different approach with respect to ESG-related issues than the Biden administration. Among other things, the White House has issued orders ordering a dismantling of federal agency DEI initiatives, and the SEC has withdrawn its court defense of its recently issued Climate Change Disclosure guidelines. These actions suggest that other governmental authorities’ climate change-related initiatives – such as those of the EU and of the various U.S. states — could increase in importance, as the U.S. federal government changes its policy direction. However, the EU has recently indicated its intent to step back some of its initiatives. And the Trump Administration has now issued an executive order expressly targeting what it calls “state overreach” with respect to climate change policies.Continue Reading Executive Order Targets State Climate Change-Related Initiatives

In prior posts (most recently here), I have noted the ways the new Trump administration’s policies and actions could affect the D&O liability and insurance arena. In the current rapid-fire environment, with daily developments that threaten to overturn established practices and norms, just trying to keep up – much less understand the significance of events – can be a challenge. In an effort to try to keep the scoreboard up to date, I have noted below some of the most recent key developments and tried to describe their significance for the D&O environment.Continue Reading Trump 2.0: The Latest D&O Update

In my recent post discussing Trump administration changes affecting the world of D&O, I noted recent developments suggesting that the SEC seems poised to either withdraw or non-enforce the agency’s Climate Change Disclosure Guidelines, which, as discussed here, were finalized in March 2024. However, as I also noted, even if the guidelines are withdrawn, many U.S. companies could still remain subject to ESG reporting requirements under the EU’s Corporate Sustainability Reporting Directive (CSRD).

Now, apparently reflecting a desire among EU member states for their economies to be more competitive in the global business environment, the European Commission has proposed an “Omnibus package” of proposed revisions to streamline a number of EU laws, including the CSRD. As discussed below, the proposed revisions could significantly reduce the number of U.S. companies, and the number of companies overall, obliged to report under the CSRD.Continue Reading Proposed EU ESG Reporting Changes Could Spare Many U.S. Companies