Delaware Court Rejects “Public Offering” Exclusion in De-SPAC Coverage Dispute
The Delaware Superior Court ruled that the “public offering” exclusion in View’s D&O policy does not bar coverage for claims arising from its de‑SPAC transaction, because the shares were issued by the SPAC parent, not View itself. The court also held that the insurer’s payment obligation triggers when liability is incurred, not after defense costs are actually paid, and allowed View’s bad‑faith claim to proceed. This decision reinforces a narrow, text‑based approach to insurance exclusions in Delaware and highlights gaps in legacy D&O language for modern SPAC structures.
Cyber Incidents’ “Long Tail” Impact on Shareholder Value
A new ISS STOXX and ISS‑Corporate study of 176 cyber events in Russell 3000 firms shows that companies hit by significant breaches underperform the market by roughly 5% over a three‑year horizon. The underperformance persists for more than a year, indicating a...
Follow-On Developments in Pump-and-Dump Litigation
Recent securities class actions against Ostin Technology, ChowChow Cloud, and Concorde International illustrate a growing wave of pump‑and‑dump litigation targeting low‑float issuers. The suits allege coordinated social‑media campaigns, AI‑generated deepfakes, and WhatsApp groups that inflated stock prices by over 1,100%...
Contract Exclusion Does Not Bar Coverage for Tortious Interference Claim
The Northern District of Illinois ruled that a management liability policy’s contractual liability exclusion does not bar coverage for a tortious interference claim. Metropolis Condominium Association faced a lawsuit alleging breach of its garage management agreement and tortious interference with...
Guest Post: The Audit Committee: D&O Underwriting Is Behind Delaware Law
Stephen Hourigan argues that Delaware courts have redefined audit committees, demanding management‑independent, real‑time reporting, yet D&O insurers still base underwriting on outdated governance metrics. He cites Boeing, Wells Fargo, Walmart and McDonald’s cases to show that traditional audit‑committee scores missed structural...
Lending Platform Hit with AI-Related Securities Suit
Upstart Holdings, an AI‑driven lending platform, faced a securities class‑action after its Model 22 AI credit‑scoring tool underperformed, prompting a 10% share‑price drop. The company disclosed that Model 22 over‑reacted to macroeconomic signals and was deliberately made more conservative, leading to lower...
A Delaware Take-Private Suit and Controller Buyout D&O Risk
A Delaware Chancery Court complaint filed by Detroit’s Police and Fire Retirement System alleges that the 2025 take‑private of Skechers by 3G Capital was driven by the Greenberg founders, who control roughly 60% of voting power, and that the deal...
The Continuing Rise of Collective and Mass Actions Outside the U.S.
Collective and mass actions are rapidly expanding beyond the United States, with hundreds of securities class or group lawsuits filed since 2021 across Europe, Australia, and the Asia‑Pacific. The European Union’s new collective redress directive and the United Kingdom’s opt‑out...
A Writ Challenging Qui Tam and D&O Implications
Eli Lilly has petitioned the U.S. Supreme Court to declare the False Claims Act’s qui tam provisions unconstitutional, arguing that private relators exercise executive power without presidential oversight. The challenge stems from a $60 million government loss and $600 million revenue gain verdict in...
Later Acts that Are Not “Wrongful” Don’t Bar D&O Run-Off Coverage
A New York federal court ruled that subsequent acts after a run‑off policy cut‑off date do not bar coverage unless they are unlawful. Judge Jed Rakoff found AmTrust’s 2019 preferred‑share delisting was a lawful corrective disclosure, so the insurer’s reliance...
D&O Insurance: Not a “Securities Claim” If No Securities of the “Company” Involved
A Maryland district court dismissed Supernus Pharmaceuticals' attempt to secure D&O insurance coverage for an antitrust lawsuit, holding the claim did not qualify as a “Securities Claim” under the policy. The court focused on the policy’s definition, which requires the...
D&O Lessons From the Beyond Meat SCA
A securities class action filed in January 2026 accuses Beyond Meat’s board and executives of misleading investors by failing to disclose a material asset impairment before the third quarter of 2025. Plaintiffs allege the company continued to tout cost‑reduction initiatives...
Tariff-Related Securities Suit Hits Social Media Platform Pinterest
Pinterest, an ad‑driven social platform, faced a securities class‑action suit after it disclosed that tariffs on its retail advertisers were curbing ad spend, prompting a near‑17% share decline. The complaint alleges the company misled investors by overstating its ability to...
Power Supply Company Hit with AI-Related Securities Suit
Power Solutions International, a maker of engines and power systems, was hit with a securities class‑action lawsuit on March 20, 2026 alleging it overstated the growth and margins of its AI data‑center power solutions. The company’s 2025 results showed an...
Tariff Pass-Through Litigation Expands
The U.S. Supreme Court’s February 20, 2026 decision invalidating IEEPA tariffs has triggered consumer class actions against retailers such as Fabletics and Costco for allegedly passing tariff costs to shoppers. The lawsuits claim violations of state consumer‑protection statutes and seek...
Private Credit Firm Hit with Securities Suit After Short Seller Report
Hercules Capital, a $5.7 billion‑asset Business Development Company, was hit with a securities class‑action lawsuit after a short‑seller report alleged the firm overstated its due‑diligence and loan‑valuation processes. The report claimed the lender copied investments from Google Ventures and relied on...
Prediction Markets and Emerging D&O Risk
The Gemini Space Station IPO promised crypto‑exchange growth, but within months the company announced a strategic shift to a prediction‑market platform called “Gemini 2.0,” cutting staff by roughly 25 % and prompting the exit of its CFO, COO and CLO. Shareholders filed...
Guest Post: Dealing with Potential Claims Under Claims-Made and Reported Policies
Chris Quirk’s guest post warns that mishandling notices of circumstances (NOCs) under claims‑made and reported policies can trigger coverage denials. The article cites the Evanston v. HRC Fertility case, where an incomplete NOC excluded individual defendants because they were not...
SPAC Fallout, Accrual Battles, and the Long Tail of De-SPAC Risk
The Delaware Supreme Court affirmed the Delaware Chancery Court’s ruling that the standard three‑year statute of limitations applies to fiduciary‑duty claims arising from de‑SPAC transactions. The court applied Delaware’s long‑standing occurrence rule, holding that the limitations clock starts when the...
2025 Accounting-Related Securities Suit Filings Decreased, Settlement Value Increased
Cornerstone Research reports a sharp 40% drop in accounting‑related securities class‑action filings in 2025, falling to 34 cases, the lowest count since its 2004 tracking began. Despite fewer suits, settlement values surged 40% to roughly $1.5 billion, accounting for 51% of...
9th Circ. Revives Securities Suit Against Consumer Products Company
The Ninth Circuit Court of Appeals revived securities class‑action claims against Funko and its CEO and CFO, focusing on allegedly misleading risk‑factor disclosures about inventory and ERP failures. Investors sued after Funko disclosed tens of millions of dollars in inventory...
AI-Related Securities Suit Filed Against Israeli Software Company
Investors have filed a securities class action against Monday.com, alleging the company overstated its AI‑driven growth prospects and misled shareholders about a $1.8 billion 2027 revenue target. In February 2026, Monday.com cut its 2026 outlook and abandoned the long‑term projection, prompting...
Intel Derivative Suit Tests Governance Implications of Government Equity Stakes
On March 5 2026 a Intel shareholder filed a sealed derivative complaint in Delaware alleging that the company’s board breached fiduciary duties by accepting a roughly 9.9% equity stake from the U.S. government. The stake, part of an $11.1 billion federal investment tied...
Geopolitical Whiplash and the Shifting Ground of D&O Liability
The article argues that the wars in Ukraine and the Middle East are reshaping directors‑and‑officers (D&O) liability by turning geopolitical risk into a core governance issue. Rapid sanctions, divestment decisions and supply‑chain disruptions have already sparked securities lawsuits, exemplified by...
Guest Post: Will Allowing Companies to Block Shareholder Suits Create a D&O Mess?
In September 2025 the SEC overturned decades‑old guidance and now allows public companies to include forced arbitration clauses in their IPO registration statements. The change is expected to drive up legal expenses for securities claims, as firms will face dozens...
Guest Post: Venture Capital, Startup Liability, and D&O Insurance
When a startup secures venture capital, its liability profile shifts dramatically as cash, fiduciary duties, and litigation exposure rise overnight. Without directors and officers (D&O) coverage, founders and executives can face personal financial loss from employment, equity, or disclosure disputes....
SEC Chair Atkins Proposed Further Securities Litigation and Disclosure Reform
SEC Chair Paul Atkins used a Texas A&M law symposium to unveil a second wave of securities‑litigation and disclosure reforms. He urged Texas to consider "loser‑pays" fee‑shifting bylaws and to permit mandatory arbitration provisions for corporations incorporated under state law....
SEC Enforcement Division Director Assures of Continued Vigilance
SEC Enforcement Division Director Margaret “Meg” Ryan addressed concerns about a perceived lull in enforcement during a February 11, 2026 speech. She reaffirmed the division’s commitment to vigorously enforce securities laws, emphasizing transparent processes, a focus on case quality over...
Guest Post: Fiduciary Duty, Governance, and Minor League Baseball
The Third Circuit affirmed the dismissal of Sports Enterprises’ fiduciary‑duty claim against Marvin Goldklang, holding that Florida nonprofit statutes impose duties only to the organization, not to individual minor‑league clubs. The court emphasized that the league’s bylaws require directors to...
Guest Post: Low-Float IPOs and Pump-And-Dump Risk
Recent securities class actions against Charming Medical, PomDoctor, China Liberal Education Holdings, and Picard Medical illustrate a growing litigation focus on low‑float IPOs and social‑media‑driven pump‑and‑dump schemes. Plaintiffs allege that thin public floats, concentrated insider ownership, and inadequate IPO disclosures...