One of the interesting features of the rise of AI has been the advent of “AI-and” businesses – that is, businesses whose strategy is to apply AI tools to traditional business models. When “AI-and” business results fall short, securities litigation has sometimes followed. In the latest example of this kind of litigation, earlier this week a plaintiff shareholder filed a securities suit against Upstart Holdings, a company whose business model involves applying AI tools to traditional credit rating and lending services, after the results from the company’s AI-updated credit rating tool disappointed investors. A copy of the new Upstart Holdings complaint can be found here.

Continue Reading Lending Platform Hit with AI-Related Securities Suit

In recent years, leveraged buyouts have once again become a significant source of corporate and securities litigation risk, particularly where founder‑led or controller‑influenced companies pursue take‑private transactions with private equity sponsors. A newly filed Delaware Chancery Court complaint arising out of the 2025 take-private of Skechers U.S.A., Inc. (the “Skechers Complaint”) provides a timely example. The Skechers Complaint illustrates how these transactions can give rise to fiduciary duty claims, especially when minority stockholders allege that a controlling stockholder influenced both the timing and structure of a transaction to their own benefit. The case may also offer a useful lens through which to examine how recent developments in Delaware statutory and case law may affect the standard of review applicable to controller-led transactions.

Continue Reading A Delaware Take-Private Suit and Controller Buyout D&O Risk

One of the more interesting recent developments in the world of directors’ and officers’ liability and insurance has been the rise of collective actions and mass actions outside the U.S. Class actions are of course a well-established part of the litigation scene in the U.S., but at least traditionally class, mass, or collective actions have been rare outside the U.S. However, as discussed in a December 29, 2025, memo from the Labaton Keller Sucharow law firm entitled “Global Class Action Litigation: Causes, Effects and What’s Next” (here) a variety of changes in a number of jurisdictions has led to an increase in collective litigation outside the U.S., a development that could have important future implications for potential D&O liability.

Continue Reading The Continuing Rise of Collective and Mass Actions Outside the U.S.

As readers of this blog know, enforcement activity under the False Claims Act (FCA) has continued to expand, particularly in light of the Trump Administration’s recent efforts to prioritize fraud enforcement through its Task Force to Eliminate Fraud. At the same time, a new development may fundamentally alter the FCA enforcement landscape. On March 21, 2026, Eli Lilly and Company filed a petition for a writ of certiorari asking the United States Supreme Court to declare the FCA’s qui tam provisions unconstitutional (Eli Lilly Writ or Writ). 

Continue Reading A Writ Challenging Qui Tam and D&O Implications

In an interesting decision analzing how a D&O run-off policy’s Subsequent Acts Exclusion operates, a New York federal district court has ruled that acts after the cut-off date that aren’t unlawful don’t preclude coverage for an underlying claim based on alleged misrepresentations made before the cut-off date. Judge Jed Rakoff’s March 13, 2026, decision in the case, applying New York law, can be found here. A March 18, 2026 post about the decision on the Pillsbury law firm’s Policyholder Pulse blog can be found here.

Continue Reading Later Acts that are Not “Wrongful” Don’t Bar D&O Run-Off Coverage
James Sterlin
Mike Newham

In the following guest post, James Sterling, Claims Counsel, Euclid Financial & Professional Risks, and Mike Newham, Partner, RPC, consider the economic and underwriting risks associated with the private credit markets. A version of this article previously was published on LinkedIn and on Euclid’s website. My thanks to James and Mike for allowing me to publish their article as a guest post on this site. Here is the authors’ article.

Continue Reading Guest Post: Private Credit – Risky Business?

Public company D&O insurance policies restrict “entity coverage” (that is, coverage for claims directly against the corporate entity, as opposed to those against individual directors and officers) to “Securities Claims.” If a claim against the company is not Securities Claim then there is no coverage for the company’s defense fees, settlements, and judgments. This obviously creates a huge incentive for the companies to try to show that the claims against them are Securities Claims – which, in turn, has spawned a great deal of coverage litigation addressing the question whether or not a particular corporate lawsuit is or not a Securities Claim.

In the latest example of these kinds of coverage disputes, last week the District of Maryland, applying Maryland law, held that an antitrust claim filed against a corporate entity was not a securities claim within the meaning of the applicable policy – not because the antitrust claim was not “Securities Claims,” but rather because the dispute did not involve alleged transactions in the securities of the company or its subsidiaries. The Maryland court’s March 24, 2026, opinion can be found here.

Continue Reading D&O Insurance: Not a “Securities Claim” if No Securities of the “Company” Involved

The recently filed securities class action against Beyond Meat (Beyond Meat SCA) illustrates how accounting judgments, industry-wide demand shifts, and corporate turnaround narratives can create D&O exposure. Filed in January 2026, the complaint alleges that Beyond Meat and senior executives misled investors during 2025 by failing to timely disclose a material asset impairment while publicly emphasizing operational discipline and a path toward EBITDA-positive performance. As discussed below, the allegations arise amid a broader deterioration in the plant-based meat sector, documented in a March 10, 2025, CNBC report, and alongside emerging academic research questioning the assumed health advantages of plant-based meat alternatives.

Taken together with the allegations of the Beyond Meat SCA, the marketplace shift and emerging academic findings may provide a useful lens for assessing certain D&O underwriting risk.

Continue Reading D&O Lessons from the Beyond Meat SCA

In the months since the current Trump administration first announced the so-called “Liberation Day” tariffs, some companies have struggled to deal with the tariffs’ economic impacts, and in at least some cases, companies’ tariff-related problems have led to securities class action litigation (as discussed, most recently, for example, here). In the latest example of this phenomenon, earlier this week the social media company Pinterest was hit with a securities suit after the company announced that tariff-related headwinds had caused its business partners to cut back on advertising on the company’s site. A copy of the March 30, 2026, Pinterest complaint can be found here.

Continue Reading Tariff-Related Securities Suit Hits Social Media Platform Pinterest

As the D&O Diary reported earlier this year, the Trump Administration has increasingly turned to the False Claims Act to support policy priorities, including anti-DEI and tariff-related initiatives. The President’s March 16, 2026, Executive Order (EO) may signal that FCA enforcement activity will only continue to accelerate. In particular, the President’s EO establishes a multi-agency “Task Force to Eliminate Fraud,” directing the federal government to “use all available resources” to combat fraud, enhance coordination, and strengthen enforcement across federally funded programs.  

Continue Reading A New Federal Anti-Fraud Task Force and D&O Exposure