The annual shareholder proposal season often serves as a useful barometer of investor priorities, corporate governance trends, and emerging areas of potential D&O risk. This year, however, the proxy season also provided a glimpse into what may become a fundamentally different shareholder activism landscape.
Continue Reading 2026 Shareholder Proposal Season and Look Forward
One of the common situations in which D&O insurance is called into play is when a company’s board has been hit with a shareholder derivative lawsuit. In the following guest post, Geoffrey B. Fehling and Charlotte E. Leszinske examine a recent derivative suit and consider the D&O insurance issues that can arise in the derivative lawsuit context. Geoff is a Partner, Hunton Andrews Kurth LLP, and Charlotte is an Associate, Hunton Andrews Kurth LLP. A version of this article previously was published as a Hunton Andrews Kurth client alert. My thanks to Geoff and Charlotte for allowing us to publish their article as a guest post on this site. Here is the authors’ article.
Continue Reading Guest Post: Leveraging D&O Insurance for Shareholder Derivative Claims
As we teased in our 20th Anniversary post, the D&O Diary Podcast launched earlier this week. We recognize that content is consumed across a variety of media, and we are grateful to our community for suggesting that we record a podcast discussing D&O Diary topics.
Continue Reading The D&O Diary Launches Podcast Series
D&O Diary readers are likely familiar with the following pattern involving short seller reports: the short seller publishes attention-grabbing revelations about the operations or financial results of a listed company; the company’s shares decline; and a plaintiffs’ securities class action law firm files a securities class action lawsuit, often based solely on the accusations in the short seller’s report. However, in a lawsuit filed on May 1, 2026, in the Southern District of Florida, Starfighters Space, Inc. (Starfighters) and related entities flipped the script. Starfighters complaint against purported short sellers alleges a coordinated “short-and-distort” campaign involving the publication of a purported research report and its amplification across social media platforms (Starfighters Lawsuit).
Continue Reading Affirmative Litigation and “Short-and-Distort” Campaigns
Over the last several years, the United States Supreme Court has issued a series of decisions addressing the SEC’s powers to seek disgorgement against alleged securities law violators. Last Thursday, in the latest decision in the recent series, the Court issued a unanimous decision holding in Sripetch v. SEC that the SEC can seek disgorgement as a remedy even if the agency cannot prove that investors suffered a financial loss. The decision, which resolves a split between the federal judicial circuits on the issue, represents an affirmation of the SEC’s disgorgement authority. The Supreme Court’s June 4, 2026, ruling can be found here.
Continue Reading U.S. Supreme Court: Financial Loss Not a Precondition for SEC Disgorgement Authority
One of the more noteworthy recent trends in corporate law has been the push for companies (particularly companies incorporated in Delaware) to consider reincorporating elsewhere (primarily Texas or Nevada). A number of companies have in fact changed their state of incorporation. Arguably the biggest move of all is ExxonMobil’s recent action to reincorporate in Texas, which the company’s shareholders approved in May. The company’s change in its state of incorporation after roughly 140 years of corporate existence is a noteworthy development, and worth considering further.
Continue Reading Thinking About Exxon’s Reincorporation in Texas
Over the last several years, artificial intelligence (AI) has evolved into a central component of many companies’ growth strategies. As organizations increasingly integrate AI into their operations, products, and business models, the associated litigation risks have begun to emerge as well. The D&O Diary has been tracking the rise of AI-related litigation, from early AI-washing cases to a growing number of securities suits involving AI infrastructure investments, AI-enabled business models, and AI-related disclosure issues.
Continue Reading AI, D&O Risk, and the Limits of Underwriting
It is not news that operational setbacks can lead to securities litigation. Indeed, long-time securities litigation observers may recall that during the pandemic, supply chain disruption led to a raft of securities suits (as discussed, for example, here). The pandemic is long gone, but in its wake one vestige is the plaintiffs’ lawyers continuing proclivity to file securities suits against companies experiencing supply chain issues.
In the latest example, last week a plaintiff shareholder filed a securities suit against EV company Lucid, after the company reported that quality issues with a vendor’s vehicle component hampered the company’s vehicle deliveries during the first quarter of the fiscal year. As discussed below, the new complaint, based on problems in Lucid’s supply chain, raises several concerns. A copy of the May 29, 2026, complaint can be found here.
Continue Reading Supply Chain Woes Lead to Securities Suit Against EV Company
The SpaceX initial public offering has captured global attention, positioned to potentially become the largest IPO in financial history. Beyond its massive scale, the offering is drawing heavy scrutiny from corporate law experts and institutional investors due to the extraordinary measures implemented to isolate the company from D&O litigation. By embedding unprecedented “litigation-aversion” provisions within its Form S-1 registration statement, SpaceX is establishing a highly controversial precedent for how founder-led companies can systematically shield insiders from future shareholder challenges.
Continue Reading SpaceX’s IPO Filing and the Expanding Use of Litigation Deterrence Provisions
A common feature of many liability insurance policies is a specification that the policyholder may not settle a claim without the insurer’s advance consent. However, some policies, particularly professional liability insurance policies, may require the insurer to obtain the policyholder’s consent to settlement before settling a claim. A recent ruling in a litigated coverage dispute concluded that an insurer that had not obtained the policyholder’s consent before settling a claim on behalf of one but not all defendants had breached the insurance contract, as discussed below.
The Northern District of Illinois’s May 26, 2026, decision in the case, applying Illinois law, can be found here. A May 29, 2026, LinkedIn post by Geoffrey Fehling of the Hunton Andrews Kurth law firm can be found here.
Continue Reading Consent to Settlement? Insurers May Need to Get It, Too