The current Trump administration’s tariff policies have created operating challenges for many companies, challenges that in at least some cases have translated into securities class action lawsuits. In the latest example, the solar panel company First Solar has been hit with a tariff-related securities class action lawsuit after the company experienced complications in its international operations due to the tariffs. A copy of the new First Solar securities class action lawsuit can be found here.

Continue Reading Solar Panel Company Hit with Tariff-Related Securities Suit

A recent multi-state lawsuit challenging the Trump administration’s anti-DEI mandate highlights a major shift in the ongoing ESG backlash tracked by The D&O Diary. The case alleges that federal contractors are trapped by poorly defined requirements, which could lead to D&O exposure in a number of industry sectors. Because compliance is now tied directly to government revenue, even minor missteps could trigger contract termination, permanent debarment, and high-stakes fraud litigation under the False Claims Act.

Continue Reading New Challenge to Federal Contractor DEI Restrictions and D&O Impact

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