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
It is no secret that the SEC under the Trump Administration is taking a very different approach to cryptocurrency than the agency did under the Biden Administration. Indeed, a detailed December 2025 New York Times article (here) made it clear – if there were any doubt — that the administration’s more restrained approach to crypto starts at the very top. But what does the more restrained crypto approach mean in practical terms? A January 22, 2026, report from Cornerstone Research, which can be found here, spells out in detail what it means, both in terms of reduced numbers of crypto-related enforcement actions and in diminished crypto-related recoveries.
Continue Reading SEC: Less Crypto Enforcement, Lower Crypto RecoveriesThe current private credit market turmoil has involved a number of high-profile company failures and ensuing D&O claims. In the following guest post, Sarah Abrams takes a closer look at one recent example of these developments — the bankruptcy of Tricolor Holdings and the ensuing criminal indictment — and considers the broader potential D&O liability and insurance implications. My thanks to Sarah for allowing me to publish her article on this site. Here is Sarah’s article.
Continue Reading Guest Post: The Collision of Asset-Based Lending and Governance Failures
Questions whether two sets of circumstances are or are not interrelated are among the most vexing insurance coverage disputes out there. These questions often are even more fraught because of the significant amounts of money that can depend on the answer. All of these considerations were in play in a recent Fourth Circuit decision in which the appellate court concluded in the Under Armour case that because prior shareholder litigation and a later SEC investigation were “logically and causally” related, they represented a single claim triggering only one $100 million insurance tower, rather than a second $100 million tower, as the company had argued. The Court’s January 20, 2026, decision, which highlights the many concerns and considerations that can come into play in these kinds of disputes, can be found here.
Continue Reading 4th Circuit: Shareholder Claims and SEC Investigation “Logically and Causally” Related
As readers of this blog know well, cybersecurity issues can be an important potential source of directors’ and officers’ liability risk exposure. In the following guest post, Arlene Levitin, Esq., takes a detailed look at the many ways that cybersecurity-related issues can translate into D&O liability risk and insurance concerns, particularly with advent of artificicial intelligence technology. Arelene is Claims Officer, Complex Management Liability, NAS Financial Lines Claims, Liberty Mutual Insurance. I would like to thank Arlene for allowing me to publish her article as a guest post on this site. Here is Arlene’s article.
Continue Reading Guest Post: Cybersecurity Risks & the Potential Impact on D&O Insurance
According to the latest report from ISS Securities Class Action Services, there were two court-approved securities class action lawsuit settlements in 2025 large enough to make the firm’s annual list of the Top 100 U.S. Class Action Settlements. These two 2025 settlements took place in a year in which the number of cases resolved, average and median settlement amounts, and even the number and total value of “mega settlements” ($100 million+) all declined compared to 2024. The details of the 2025 court approved settlements, including with respect to the two largest of the year, can be found in the ISS SCAS report, here.
Continue Reading ISS Releases Top 100 Securities Suit Settlements List
After three straight years of increases in the number of federal court securities class action lawsuit filings, the number of federal court securities suits decreased in 2025 relative to 2024, to the lowest level since 2021, according to the latest annual report from NERA Economic Research Associates. In addition, the annual number of dismissals increased in 2025, the number of settlements decreased, but the median securities suit settlement was at a ten-year high. The NERA report, which is entitled “Recent Trends in Securities Class Action Litigation: 2025 Full-Year Review,” can be found here.
According to the NERA Report, there were 207 new federal court class action lawsuit filings in 2025, compared to 232 in 2024, representing a decline of 11%. Before breaking these numbers down further, a word about NERA’s counting methodology is appropriate. Like other publicly available securities suit tracking sources, NERA counts two (or more) lawsuits filed in the same circuit based on the same defendant and the same allegations as only one lawsuit filing. However, and by contrast to other sources, NERA counts two lawsuits with the same allegations and filed in different circuits twice — if the two are later consolidated, NERA adjusts its count. This methodological approach may cause NERA’s numbers to differ slightly from other publicly available sources – though it should be noted that the various sources are generally directionally consistent. One final note about the NERA count – it is limited to federal court securities suit filings only; it does not include state court securities class action lawsuit filings.
The 207 federal court securities suits filed in 2025 is the lowest annual number of filings since 2022, when there were 204 filings. As of November 2025, there were 5,497 companies listed on the NYSE and Nasdaq, meaning that about 3.8% of companies listed on the U.S. exchanges were subject to securities class action suits in 2025.
Several factors affected the number of securities suit filings in 2025. Among the contributing factors was the number of artificial intelligence (AI)-related securities suit filings. According to NERA, there were 17 AI-related filings in 2025, representing 8% of all federal court securities suit filings, slightly more than the 16 AI-related filings in 2024. There were also 14 crypto-related filings, representing an increase of 75% over the 8 crypto-related case filings in 2024.
While the AI suits and crypto cases contributed to the 2025 total number of filings, declines in 2025 compared to 2024 in certain other long-term filing trends contributed to the overall drop in the number of 2025 filings. Thus, for example, there were, according to NERA, only five SPAC-related filings in 2025, representing an 86% decrease from the 36 SPAC-related suits in 2024. Similarly, there were only three COVID-related suits filed in 2025, compared to 19 COVID-related suit filings in 2024. Indeed, the decline in filings during 2025 just with respect to these two long-term filings trends alone more than account for the decline in the total number of 2025 filings compared to the number of 2024 filings.
The number of federal court securities suits filed against non-U.S. companies also declined in 2025 compared to 2024. In 2025, there were 25 securities suits filed against non-U.S. companies, compared to 36 securities suits filed against non-U.S. companies in 2024, representing a decline of about 30%. The 25 securities suits filed against non-U.S. companies in 2025 is the lowest annual number since at least 2016.
The NERA report has some interesting analysis about the declining number of suits against foreign companies. Figure 6 on page 7 of the report shows that for the years 2016 through 2021, the percentage of all federal court securities suits filed against foreign companies was greater that the percentage of non-U.S. companies among all companies listed on the U.S. exchanges (in other words, non-U.S. companies were getting sued at a greater rate than their presence on the stock exchanges would otherwise suggest.) However, as the chart also shows, in 2021, the lines crossed (literally) and each year since, the percentage of all securities suits against non-U.S. companies has been less than the percentage of foreign companies on the U.S. exchanges, meaning that non-U.S. companies are getting sued at a lower rate than their presence on the U.S. exchanges might otherwise suggest.
An important detail to consider in analyzing these changes in securities suit frequency against non-U.S. companies is that the listings of non-U.S. companies as a percentage of all U.S.-listed companies has been increasingly steadily since 2016. Thus, in 2016, non-U.S. companies represented only 17.4% of all U.S.-listed companies, whereas in 2025, non-U.S. companies represented 28.8% of all U.S.-listed companies. Since 2020, the percentage of all securities suit filings represented by suits against non-U.S. companies has declined. I have my suspicions about what is going on here (I think it may have something do with an increase in the number of publicly traded finance vehicles registered in Grand Caymans and other offshore sites), but the trend lines and numbers are creating some very interesting dynamics, for sure.
The NERA report also shows that the number of case resolutions overall increased in 2025 relative to 2024, but the numbers of case dismissals and case settlements moved in opposite directions. Thus, while the number of case dismissals increased in 2025 to 155 from 116 in 2024, representing an increase of 34%, the number of settlements declined to 79 in 2025 from the 94 in 2024, representing a decrease of 16%. The number of standard or traditional case settlements in 2025 (72) was the lowest number since 2020.
The report has an interesting analysis of the outcomes of cases in which motions to dismiss are filed. As reflected in Figure 15 on page 18 of the report, during the period January 2016 through December 2025, motions to dismiss were filed in 96% of all cases. Of these cases in which motions to dismiss were filed, plaintiffs voluntarily dismissed 21% of case – I just want to make sure everyone registers this: plaintiffs’ lawyers voluntarily dismiss one out of every five cases in which motions to dismiss are filed, a statistic I find nothing short of astonishing.
The report’s motions to dismiss analysis shows further that of the cases in which motions are pending but that are not resolved before the court rules on the motions (representing 73% of the cases in which motions to dismiss are filed), the motions are granted 62% of the time (55% with prejudice, 7% without prejudice), while the motions are denied either in full or in part 38% of the time. These figures certainly underscore why the dismissal motion stage is such a critical stage in securities class action lawsuits. The volume of cases that are either voluntarily dismissed before the dismissal motion ruling, or that are dismissed after the ruling, represents a huge percentage of the overall volume of securities suits filed.
Not only did the number of securities suits settled decline in 2025, but the aggregate value of the settlements also declined. The aggregate value of settlements in 2025 was $2.9 billion, as compared to the inflation-adjusted $3.9 billion in 2024, representing a 25% decline, and a 33% decline from the inflation-adjusted 2022 total of $4.4 billion.
There were no 2025 settlements of $1 billion or greater; the two largest 2025 settlements were Alibaba Group Holdings ($433.5 million) and General Electric Company ($362 million). The ten largest 2025 settlements ranged from $80 million to $433.5 million and together accounted for $1.7 billion, or 59%, of the $2.9 billion 2025 aggregate securities settlements amount.
The amount of the average securities suit settlement in 2025 was $40 million, representing a 9% decline from the 2024 inflation-adjusted average of $44 million, but also representing a 63% increase from the inflation-adjusted 2021 average settlement of $24 million.
The median 2025 securities suit settlement value was $17.3 million, representing a 21% increase relative to the inflation-adjusted $14.3 million median settlement in 2024, and also the largest annual median settlement value during the 2016-2025 period.
In 2025, aggregate plaintiffs’ attorneys’ fees and expenses awarded totaled $797 million, compared to $1.063 billion in 2024, representing a 25% decline. Plaintiffs’ attorneys’ fees and expenses represented about 27.1% of the $2.9 billion in aggregate settlements in 2025.
The NERA report has much more detail than I have summarized or commented on here. The report is worth reading at length and in full.
In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, examines the question whether the SEC should adopt AI-specific disclosure guidelines with reference to two recent enforcement actions involving tech companies allegedly fraudulent claims about their technology. I would like to thank Sarah for allowing me to publish her article on this site. Here is Sarah’s article.
Continue Reading Guest Post: Would Specific SEC Disclosure Guidelines Deter AI-Washing?
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”
Just before New Year’s Day, I published my top travel pictures of 2025 and I also separately published my favorite travel hacks, while at the same time I invited readers to send in their own favorite travel pictures and travel hacks, for publication on this site. I am happy to report that many readers responded to the call, and I am also happy to set out below readers’ top pictures and travel hacks. The pictures are amazing!
Continue Reading Readers’ Travel Pictures and Travel Hacks