Antitrust enforcement has long represented a significant source of corporate liability exposure, and, as D&O Diary readers know, often serves as the catalyst for follow-on securities class actions and derivative suits. In the latest example of this litigation pattern, online real estate and rental marketplace, the Zillow Group (“Zillow”), and its CEO and CFO, have been named as defendants in a securities suit after the FTC filed an antitrust lawsuit against Zillow in September.

The June 9, 2026, complaint against Zillow can be found here (Zillow SCA).

Continue Reading Zillow Securities Lawsuit

One of the most hotly – and frequently – contested D&O insurance coverage issues involves the question of the preclusive effect of the policy’s Bump-Up provision. There have been a host of decisions in recent years addressing this issue, with some finding in favor of coverage and some ruling against coverage. In the latest in this series of cases, the Delaware Superior Court held that the Bump-Up provision precluded coverage for the settlement of litigation arising out of the acquisition of Madison Square Garden Networks. As discussed below, the decision raises some interesting questions about the Bump-Up provision and how it is to be applied. A copy of the June 24, 2026, opinion in the case can be found here.

Continue Reading Del. Court: Bump-Up Provision Bars Coverage for Shareholder Settlement

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

A newly filed lawsuit against Oura Health (Oura) highlights how company-directed share repurchases executed shortly before major financing transactions or anticipated IPOs can create significant D&O risk for late-stage private companies domiciled in Delaware. As companies remain private longer, secondary liquidity transactions involving founders, employees, and former executives seeking to monetize their holdings have become increasingly common. At the same time, these transactions can create fertile ground for litigation when significant valuation-enhancing events emerge shortly after a sale closes.

Continue Reading D&O Risks in Pre-IPO Share Repurchases

One of the ways that underlying problems or events can translate into a D&O claim is through a “follow-on” lawsuit alleging the defendant company’s board should be held liable for the underlying problem. In the latest example of this phenomenon, a plaintiff shareholder has filed a derivative lawsuit against the board of Uber, calling the company a “serial compliance offender,” and seeking to hold the board liable for allegedly recurring sexual assault and harassment claims and other alleged legal violations. As discussed below, the new lawsuit illustrates the frequently repeated catch phrase that sooner or later, everything becomes a D&O claim. A copy of the new Uber complaint can be found here.

Continue Reading Derivative Suit Alleges Uber is a “Serial Compliance Offender”

As readers know, in recent years, red state politicians and other litigants, in service of an anti-ESG backlash agenda, have launched a series of suits challenging the sustainability practices and policies of companies, asset managers, and other market participants. On May 20, 2026, the Texas Attorney General (AG) launched the latest of these kinds of suits, filing an action against proxy advisory firm Institutional Shareholder Services (“ISS”), alleging the company deceptively prioritized undisclosed ESG factors over objective financial analysis.  The lawsuit was filed in conjunction with similar state court lawsuits brought in Nebraska, Iowa and West Virginia. 

Continue Reading Texas Targets ISS in Expanding Anti-ESG Campaign

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

The D&O Diary is pleased to announce that the second installment in its podcast series is now available online. This latest podcast discusses artificial intelligence from the perspective of D&O risk, specifically including AI-related litigation, regulation, and board governance. The episode, like our recent D&O Diary post on AI, D&O Risk, and the Limits of Underwriting, also discusses the challenge that AI presents for D&O insurance underwriters.

Continue Reading D&O Diary Podcast Series – Episode 2: Artificial Intelligence (AI)

The emergence of artificial intelligence (AI) technology presents an enormous opportunity for many companies and indeed for commerce generally. It also presents an enormous challenge for companies trying to establish themselves as one of the winners in the AI scramble. Among the prominent companies involved in this scramble are several of the technology giants, including, for example, Microsoft, a company that, at least according to press reports, recently has faced some challenges with its AI product, Copilot.

Now, the company has been hit with a securities suit alleging the company overstated its AI prospects and success, while downplaying the difficulties it was facing. The complaint illustrates many of the important features of the  still-emerging AI-related litigation. A copy of the June 12, 2026, complaint against Microsoft can be found here.

Continue Reading Microsoft Hit with AI-Related Securities Suit

A recent decision in the long-running securities litigation involving Cutera, Inc. serves as a potent reminder of the complex interplay between securities class actions and Chapter 11 restructuring. In a May 11, 2026, order, the Northern District of California dismissed the suit against Cutera and its former executives, ruling that claims against the company were legally discharged via its bankruptcy reorganization and that allegations against the individual defendants failed to meet the PSLRA’s exacting scienter standards.

Continue Reading Securities Suit Dismissed: Bankruptcy Discharge and Scienter Deficiencies