The U.S. IPO market has continued its strong resurgence in 2026. According to the latest IPO statistics compiled by Benjamin P. Edwards, Associate Dean for Faculty Development and Research and Professor of Law at the William S. Boyd School of Law at the University of Nevada, Las Vegas (UNLV), and his research team, IPO activity through August reflects a robust issuance environment featuring a mix of traditional operating company IPOs, direct listings, and a surprisingly strong return of SPAC offerings.

The SPAC resurgence is particularly noteworthy because it follows a period in which many de-SPAC companies struggled to meet the optimistic projections that helped fuel the prior SPAC boom. And, while sponsors are once again launching blank-check companies, courts continue to issue significant rulings arising from de-SPAC transactions completed during the 2020-2021 SPAC boom.

Continue Reading IPO Activity Roars Back While SPAC Litigation’s Long Tail Continues

As we have noted on this site in recent years, privacy-related issues have been and remain a significant potential source of D&O risk and liability exposure. In the latest example of the ways that privacy-related concerns can translate into D&O claims, a plaintiff shareholder has filed a shareholder derivative lawsuit against the board and controlling shareholders of company Alphabet alleging that the defendants violated their fiduciary duties by failing to take steps to protect the company from over $4.5 billion in fines, penalties, and settlements arising from alleged privacy violations. A copy of the redacted public version of the September 22, 2026, complaint can be found here.

Continue Reading Alphabet Board Hit with Privacy-Related Follow-On Derivative Lawsuit

As the 2026 proxy season recedes into the rearview mirror, several clear themes have emerged. Perhaps the most notable is that, despite years of intense focus on environmental and social issues, shareholder attention has increasingly returned to traditional governance concerns. Governance proposals not only proved more resilient than other proposal categories, but they also received some of the strongest levels of investor support.

The level of backing these proposals received indicates that investors continue to place a premium on board oversight, accountability, and governance frameworks as the first line of defense against emerging risks. At the same time, investors are demonstrating a growing interest in how boards oversee artificial intelligence, reflecting the reality that AI has become both a business opportunity a potential source of operational, regulatory, and litigation risk.

These developments are unfolding against a rapidly changing regulatory backdrop. During the 2026 proxy season, the SEC significantly reduced its traditional involvement in the Rule 14a-8 no-action process, leaving issuers with greater responsibility for shareholder proposal exclusion decisions. Meanwhile, the agency has reportedly begun considering rescission of Rule 14a-8 altogether, a move that could shift primary responsibility for shareholder proposal matters back to state law.

As discussed in more detail below, these governance trends and changes in the shareholder proposal landscape suggest that board oversight and accountability, particularly with respect to AI, may become increasingly important indicators of D&O risk.

2026 Proxy Season

Several recently published reviews of the 2026 proxy season reveal a consistent pattern regarding investor priorities.

According to ISS-Corporate, overall shareholder proposal volume fell to a five-year low, but governance proposals proved remarkably resilient. Governance proposals increased in relative prominence, received the highest average shareholder support (31.4%), and were the only proposal category to consistently receive majority approval. D.F. King’s proxy season review reached a similar conclusion, noting that governance proposals accounted for an increasing number of shareholder proposal activity and most majority-supported proposals.

That governance focus is especially evident in the area of artificial intelligence. An ISS STOXX study of more than 3,000 Russell 3000 and S&P 500 companies found that only 8% disclosed board-level AI oversight, 9% disclosed formal AI governance policies, and 16% reported having at least one director with AI expertise, indicating that AI adoption is significantly outpacing AI governance. At the same time, EY reported growing investor demand for transparency around AI oversight and board expertise, noting that 37% of S&P 500 companies now disclose AI-related experience for at least one director, up from 11% in 2022.

Discussion

One of the more important takeaways from the 2026 proxy season is how investors increasingly view governance as the mechanism through which boards should oversee emerging risks. The growing focus on AI oversight reflects an expectation that boards establish governance structures around technology that present significant strategic, regulatory, and litigation risks.

That development is particularly noteworthy considering the significant rise in AI-related D&O claims. 24 AI-related federal securities class action lawsuits have been filed through September 28, 2026, compared to 16 during all of 2025, making AI-related litigation one of the most significant D&O claims trends of the year. The allegations have expanded well beyond traditional “AI-washing” claims and now include issues involving disclosure controls, infrastructure investments, competitive positioning, business disruption, and board oversight.

For D&O underwriters, the proxy season results may provide an early indication of where future scrutiny and litigation risk may emerge. While traditional governance indicators remain important, the increased investor focus on AI oversight suggests that governance surrounding emerging technologies may become an increasingly relevant indicator of D&O risk.

Underwriters may therefore want to evaluate whether boards have clearly assigned responsibility for AI oversight, adopted formal governance policies, developed relevant expertise, and implemented disclosure controls around AI-related statements and projections. Notably, these are the same issues attracting attention from both investors and plaintiffs’ lawyers. As a number of guest authors on The D&O Diary have recently observed, effective AI governance requires clear oversight, board engagement, relevant expertise, and disciplined disclosure practices. The proxy season data suggests investors have reached the same conclusion.

Companies that aggressively promote AI opportunities while providing limited evidence of board-level oversight may present a different risk profile than companies with more mature governance frameworks. That distinction may become increasingly relevant as AI-related litigation and regulatory scrutiny continue to evolve, particularly given the ISS STOXX finding that relatively few companies currently disclose formal AI oversight structures or governance policies.

At the same time investors are demanding stronger board oversight of emerging risks such as AI, the regulatory framework governing how shareholders express those concerns through the proxy process is also evolving.

The significance of the SEC’s evolving Rule 14a-8 approach extends beyond shareholder proposal mechanics. For decades, Rule 14a-8 has served as the primary mechanism through which shareholders raise governance concerns and seek board accountability through the proxy process. As SEC staff involvement in no-action determinations declines, proposal volume and ballot outcomes may become less reliable indicators of investor priorities. Accordingly, the decline in shareholder proposals during the 2026 proxy season should not necessarily be interpreted as diminished investor concern. Rather, investors may increasingly pursue governance objectives through engagement, director elections, activist campaigns, or litigation. This distinction is important because the season’s strong support for governance proposals suggests that governance remains central to investor expectations, even as the mechanisms for expressing those expectations evolve.

For D&O underwriters, the key implication is that governance concerns may become more important than proposal statistics themselves. Indeed, the 2026 proxy season suggests investors remain highly focused on board accountability, risk oversight, and governance structures, particularly with respect to AI. Even if proposal activity declines as a result of regulatory changes, investor concerns are unlikely to disappear and may instead manifest through engagement, voting pressure, activism, or litigation.

As a result, underwriters may increasingly benefit from evaluating the substance of a company’s governance framework rather than relying solely on traditional proxy season metrics. For emerging risks such as AI, governance quality may become a useful proxy for future D&O risk.

My overseas assignment for The D&O Diary continued this week with a stop in the Catalan city of Barcelona, nestled between the mountains and the sea in coastal Spain. I was very happy to be back in Barcelona again, because I know from prior experience that the city’s combination of great weather, splendid setting, excellent food, and architectural richness is pretty hard to beat.

Continue Reading Barcelona

For both public and private companies and their boards, directors and officers (D&O) insurance continues to be a critical component for mitigating potentially significant financial exposure from litigation. In the following guest post, Scott N. Sherman and Edgar A. Neely IV discuss key D&O policy terms and concepts for directors to know for that selection process. Scott and Edgar are both partners at the Nelson Mullins law firm. We would like to thank Scott and Edgar for allowing us to publish their article on this site. Here is the authors’ article.

Continue Reading Director Checklist for D&O Policies: 10 Key Terms and Provisions Boards Should Assess

In our recent round-up of the top D&O stories so far this year, one of the top developments in 2026 we noted is the growing amount of AI-related D&O litigation. The AI-related litigation trend has continued to develop, as new AI-related lawsuits continue to be filed. In recent days, plaintiffs’ lawyers have filed two further AI-related securities class action lawsuits, first, against the Chinese Internet company Baidu, and, separately, against the AI-powered Internet advertising firm AppLovin. Both new lawsuits are based on AI-washing type allegations. The new lawsuit against Baidu also reflects the surging levels of securities litigation this year involving Chinese companies, as discussed further below.

Continue Reading AI-Related Securities Suit Filings Continue to Surge

The D&O Diary has been following the evolving litigation and management liability issues arising from the Trump Administration’s use of the International Emergency Economic Powers Act (IEEPA) to impose tariffs, the subsequent judicial decisions invalidating those tariffs, and the wave of refund litigation that has followed. As these developments have unfolded, tariff-related litigation has expanded beyond refund actions and shareholder claims to include consumer lawsuits alleging that companies improperly passed tariff costs on to customers.

One recent example is the litigation filed against Levi Strauss & Co. (Levi’s) in California and Louisiana. The allegations against Levi’s reflect the continued filing of tariff-related claims at a time when the scope and applicability of U.S. tariffs remain in flux. Although the tariffs imposed under IEEPA were invalidated by the Supreme Court, other tariffs and tariff-related trade measures remain in effect, including recent U.S. tariffs on Canadian imports and Canada’s corresponding countermeasures. These continuing trade actions demonstrate how rapidly changing tariff policies can create significant challenges for corporate governance, disclosure practices, and risk management.

Continue Reading Tariffs and the Continuing Wave of “Double Recovery” Consumer Class Actions

As crypto-related litigation continues to mature, the focus has shifted beyond the threshold question of whether digital assets constitute securities. Increasingly, private plaintiffs are pursuing claims that resemble traditional securities litigation including allegations involving disclosure failures, market misconduct, and investor losses. At the same time, the Clarity Act, legislation that would have established a statutory framework for digital asset regulation and clarified the respective roles of the SEC and CFTC, failed to advance through congress. Yet digital assets continue to move further into the financial mainstream, with reports that major U.S. banks are exploring a joint stablecoin initiative.

Against that backdrop, a recent decision in the long-running Jump securities class action arising from Terraform Labs (Terraform) collapse underscores the evolving nature of crypto-related litigation. In a September 2, 2026, opinion, the Northern District of California largely denied motions to dismiss, allowing core securities fraud and market manipulation claims to proceed. Beyond its high-profile factual backdrop, the ruling highlights how crypto litigation is increasingly being analyzed through familiar securities law concepts rather than focusing solely on whether a particular digital asset qualifies as a security.

Continue Reading Crypto Securities Suit Survives Motion to Dismiss

In the following guest post, Chris Mosley and John Orr discuss the findings from the 2026 North America edition of the Global Directors’ and Officers’ Survey, developed by Willis, a WTW business, in collaboration with Reed Smith LLP. As the survey results show, cyber risk remains the leading concern for directors and officers in North America, while artificial intelligence has emerged as one of the fastest-rising areas of board-level focus. The survey also highlights growing concerns surrounding governance, regulatory compliance, supply chain disruption, and litigation risk. Chris Mosley is a partner in the Denver office of Reed Smith who focuses his practice on insurance recovery exclusively on behalf of policyholders, and John Orr is the D&O Liability Product Leader for Willis, North America, based in San Francisco. Our thanks to Chris and John for allowing us to publish their article on our site.

The 2026 edition of the Global Directors’ and Officers’ Survey, developed in collaboration between Willis, a WTW business, and Reed Smith LLP, maintains the survey’s ongoing international focus, with responses from directors, officers and risk managers in more than 40 countries. The survey asks respondents to assess the importance of specified risks for directors and officers, whether financial, reputational or both. This discussion focuses on responses from North America, including the United States and Canada. The North America region accounted for 13% of global responses, comprising 127 respondents from the United States and 3 from Canada.

This year’s North America results reflect a risk landscape shaped by a familiar combination of cyber exposure, core governance issues and the rapidly increasing prominence of artificial intelligence. Responses from both the U.S. and Canada suggest that directors and officers remain highly attuned to risks capable of causing near-term disruption, while at the same time assigning greater weight to emerging, technology-driven threats that may alter risk profiles over time.

Cyber risks retain the top spot

Cyber risk again ranked as the most significant concern for North America respondents, consistent with results from recent years. Among specific exposures, cyber attack risk (including cyber extortion) was cited as very or extremely important by 83% of respondents, making it the highest ranked risk overall. Data loss followed closely, with 81% of respondents identifying it as a critical concern. These results represent notable increases from the prior year’s survey, where data loss led at 77% and cyber attack followed at 76%; the two risks have effectively swapped positions, with cyber attack moving from number two to number one, reflecting the escalating sophistication and frequency of cyberattacks facing organizations today.

This heightened concern among North American respondents aligns with broader global trends. The World Economic Forum’s Global Cybersecurity Outlook 2026 report highlighted the growing sophistication of cybercriminals, fueled in part by rapid advances in generative AI, while IBM’s Cost of a Data Breach Report 2025 estimated that the global average cost of a data breach reached approximately $4.44 million. AI-powered social engineering, deepfake fraud and ransomware attacks have fundamentally altered the corporate threat landscape, making it increasingly difficult for organizations to distinguish genuine communications from malicious ones. Taken together, these findings underscore that cyber-related exposures continue to sit at the top of board and executive risk agendas across the region, reflecting both their frequency and potential severity.

Beyond cyber, health and safety remained a top tier concern. Eighty percent of North America respondents rated health and safety as very or extremely important, making it the third highest ranked risk overall. This represents a significant increase from its number four ranking at 71% in 2025 and contrasts with global results where health and safety remained the number one overall risk at 76%. Despite sustained focus in prior years, the category has not receded in importance, reflecting its wide ranging implications for employee well being, operational continuity and organizational reputation. Within this risk area, respondents most frequently pointed to mental health, financial well being, burnout, work demands and working hours as key workforce related challenges.

North America Top 7 Risks

The Trump Administration: Deregulation continues

Governance and compliance risks also featured prominently. Systems and controls were rated as very or extremely important by 72% of respondents, highlighting the ongoing emphasis on internal oversight, control environments and effective risk management processes. Regulatory breach followed closely at 68%, reflecting continued concern around compliance obligations and enforcement exposure. This increase from 62% in 2025 may appear counterintuitive given the deregulatory environment under the Trump Administration, but it likely reflects the complexity and uncertainty that the evolving regulatory landscape creates for companies seeking to maintain compliance.

The United States Securities and Exchange Commission (SEC) under the Trump Administration has continued to scale back the aggressive enforcement approach that characterized the Biden-era SEC under Chair Gary Gensler, moving to roll back rulemakings including effectively shelving the SEC’s climate-related disclosure rules and abandoning proposed rules related to human capital management disclosure and corporate board diversity.

Of particular note, the executive order issued in February 2025 announcing a “pause” on enforcement of the Foreign Corrupt Practices Act remains in effect, with the Attorney General having issued revised enforcement guidelines favoring a more restrained approach. Companies would be well-advised to maintain robust compliance programs regardless of the current enforcement posture, given that the Foreign Corrupt Practices Act’s (FCPA) five-year statute of limitations means violations committed during this period could be prosecuted by a future administration.

At the same time, state attorneys general have stepped up enforcement activity to fill perceived gaps left by reduced federal oversight, creating a complex compliance environment in which companies must navigate both a more permissive federal regulatory regime and potentially more aggressive state-level enforcement. While cyber risks clearly dominate the rankings, these results suggest that foundational governance disciplines retain a critical place in director and officer oversight in North America.

AI risk: A dramatic rise

One of the more notable shifts in the 2026 survey is the elevated importance assigned to artificial intelligence. AI and machine learning were rated as very or extremely important by 72% of North America respondents, placing AI firmly within the region’s top five risks. This represents a 30-percentage-point surge from just 42% in 2025 — the largest single-year increase for any risk in this year’s North America results — reflecting the rapidly growing recognition among directors and officers that artificial intelligence presents both transformational opportunity and significant liability exposure.

The concern is well-founded: according to Cornerstone Research’s Securities Class Action Filings, 2025 Year in Review, 16 AI-related securities class actions were filed in 2025, a slight increase from the 15 such cases filed in 2024, which itself represented more than double the seven cases filed in 2023. These lawsuits increasingly target so-called “AI washing,” where companies allegedly overstate AI capabilities to enhance their business prospects and inflate share prices.

Among respondents identifying AI as a material concern, the most frequently cited issues included AI generated errors and misinformation (51%), AI enabled fraud and social engineering (40%), strategic failure to adopt AI (37%), weak governance and uncontrolled AI use (32%) and poor data quality and bias (26%). The regulatory landscape for AI remains fragmented in the United States.

Under the Trump Administration, it appears unlikely that comprehensive federal AI regulation will be adopted anytime soon, with the Administration continuing to favor a light-touch approach aimed at promoting AI technological advancement. In December 2025, the President issued an executive order establishing a national policy framework for artificial intelligence, further signaling the federal government’s preference for facilitating innovation over prescriptive regulation. However, state-level activity continues apace: during 2024 and 2025, virtually every state introduced AI-related bills and a growing number of states have enacted broad AI legislation. The result is an increasingly complex patchwork of state regulations that may create significant compliance challenges for companies operating across multiple jurisdictions, particularly those with inadequate AI governance frameworks. These responses suggest that boards are increasingly grappling with both the operational risks associated with AI deployment and the longer term competitive risks associated with delayed or ineffective adoption.

Supply chain risk enters the picture

Rounding out the top risk group, supply chain issues were identified as very or extremely important by 66% of respondents. This risk was not among the top seven in last year’s North America results and its emergence reflects the growing recognition that supply chain disruptions pose direct risks to directors and officers — not only operationally but also from a liability and governance perspective.

The current environment has placed unprecedented pressure on corporate supply chains. According to a Thomson Reuters report, 72% of trade professionals identified U.S. tariff volatility as the most impactful regulatory change in 2026, a dramatic increase from 41% the previous year. The Trump Administration’s tariff policies — including sweeping tariffs on goods from China, Mexico, Canada and other trading partners — have created sustained uncertainty that affects sourcing, manufacturing and distribution strategies across industries.

One industry report found that 86% of companies reported experiencing a supply chain loss in the past year, with rising material costs, geopolitical instability and tariff and trade disputes cited as the top three drivers of disruption. PwC’s 2025 Annual Corporate Directors Survey found that virtually all industrial products directors expressed concern about geopolitical instability, with trade policy and tariffs identified as the top external barrier to growth. Nearly two-thirds of directors reported that their boards discussed supply chain management at every meeting, yet nearly half said their boards needed to spend more time on the issue.

For directors and officers, the D&O implications of supply chain disruption are multifaceted: failures to adequately disclose supply chain risks, inadequate board oversight of supply chain resilience and the cascading financial impacts of disruption can all give rise to securities claims and derivative litigation.

Litigation risks remain elevated

Civil litigation and third party claims were also identified as meaningful areas of exposure, though they ranked just outside the top tier for North America. According to Cornerstone Research’s Securities Class Action Filings, 2025 Year in Review, plaintiffs filed 207 new securities class actions in 2025, a decline from 226 filings in 2024. However, the overall size of filings increased substantially: Disclosure Dollar Loss surged to a record $694 billion in 2025, up sharply from $429 billion in 2024, while Maximum Dollar Loss rose to $2,862 billion, its third-highest level on record. The median securities class action settlement amount reached $17.3 million, a nearly three-decade high.

Derivative actions continue to be a significant concern for directors and officers and their insurers, with large cash settlements in derivative cases remaining a particular worry, especially as companies may not be able to indemnify for such settlements. It is also worth noting that the decrease in SEC enforcement activity could give rise to a more aggressive plaintiffs’ bar, eager to pursue claims that the SEC may be less inclined to bring under the current administration. These findings indicate that litigation risk remains an important concern relative to cyber, governance and operational risks.

ESG risks: A shifting landscape

Environmental, social and governance (ESG) risks continue to appear among many of the surveyed subjects that ranked in North America, though the relative weight of these concerns is evolving. Health and safety (80%) and systems and controls (72%) represent the social and governance categories that ranked highest, while regulatory breach (68%) also reflects governance concerns.

Notably absent from this year’s top seven is diversity, equity and inclusion, which ranked number seven in 2025 at 54%. This shift likely reflects the continued impact of anti-DEI political pressures in the United States, including the Trump Administration’s executive orders targeting “illegal DEI” and the Department of Justice’s (DOJ) directives to investigate companies maintaining certain DEI policies. The evolving legal and political environment around DEI presents a complex challenge for companies: while federal pressure has intensified against certain DEI practices, many shareholders, employees and customers continue to support diversity initiatives, creating potential liability exposure regardless of the approach a company takes.

Risks in the environmental categories continue to be viewed as less important by North America respondents than those in other global regions. Under the current Administration, the SEC’s climate-related disclosure rules have been effectively abandoned; however, companies should not assume that environmental disclosure obligations have disappeared entirely. California’s climate disclosure laws remain in effect (pending court challenges) and a number of other states — including Illinois, Minnesota, New York and Washington — are considering similar legislation. Moreover, companies doing business in the European Union remain subject to the EU’s sustainability disclosure requirements.

D&O insurance: Board preparedness under scrutiny

The survey also provides insight into directors’ and officers’ insurance priorities and board preparedness. Among North America respondents, claims related considerations – particularly claims control and settlement – were cited as key areas of focus, alongside dispute resolution with insurers, choice of defense counsel and coverage for cyber related claims. This emphasis suggests a strong awareness of how D&O policies perform once a claim arises, rather than an exclusive focus on limits or headline coverage terms.

Globally, respondents expressed strongest confidence in their fellow board directors’ ability to oversee financial performance monitoring and reporting (84%) and purpose and strategy development (80%), while confidence was notably lower for AI (54%), broader sustainability (51%) and climate risk and transition (48%). The low confidence in AI oversight is particularly notable given that AI has surged into the top five risk concerns in North America, suggesting a meaningful gap between perceived risk and board-level readiness to manage that risk.

The survey further found that 33% of respondents globally considered operational resilience to be within the top five issues requiring more time or having greatest materiality to their business, with increased risk exposure (including third-party and supply chain risk) cited as the most concerning aspect of operational resilience at 39%.

Looking ahead

Taken together, the 2026 North America results point to a mature risk environment. Long standing exposures such as cyber risk, governance and health and safety retain a central place in board oversight, while emerging risks – most notably artificial intelligence – are quickly becoming embedded in mainstream board level discussions rather than treated as peripheral or speculative concerns. As the risk environment grows more complex, boards will need to ensure they have the skills, information and governance structures to exercise effective oversight — particularly in areas such as AI and operational resilience, where the survey data suggests that board preparedness may not yet match the magnitude of the risk.

*This article first appeared on the Willis website at https://www.wtwco.com/en-us/insights/2026/07/global-directors-and-officers-survey-report-2026-north-america