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Evan Bundschuh
Burkhard Fassbach

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

A recent multi-state lawsuit challenging the Trump administration’s anti-DEI mandate highlights a major shift in the ongoing ESG backlash tracked by The D&O Diary. The case alleges that federal contractors are trapped by poorly defined requirements, which could lead to D&O exposure in a number of industry sectors. Because compliance is now tied directly to government revenue, even minor missteps could trigger contract termination, permanent debarment, and high-stakes fraud litigation under the False Claims Act.

Continue Reading New Challenge to Federal Contractor DEI Restrictions and D&O Impact

The D&O Diary has been tracking how fragmented state and federal climate disclosure initiatives, along with rising anti-ESG litigation, are reshaping D&O risk. Vanguard Guard Group’s (Vanguard) recent settlement of the anti-ESG antitrust litigation that red state attorneys general (AGs) brought against the firm and several other asset management companies could mark a watershed moment in the intersection of ESG governance and D&O liability.

Continue Reading Vanguard’s Antitrust Settlement in the Anti-ESG Era and Emerging D&O Risks

The U.S. Securities and Exchange Commission’s move to formally rescind its 2024 climate disclosure rule represents a significant turning point in the evolution of ESG-related regulation and the associated D&O risks. According to the federal regulatory tracking website, SEC staff submitted a proposed rule entitled “Rescission of Climate-Related Disclosure Rules” to the Office of Information and Regulatory Affairs for review on May 4, 2026, formally initiating the withdrawal process. 

Continue Reading SEC Moves to Rescind Climate Disclosure Rule

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