The D&O Diary

In recent years, the D&O Diary has followed the growing debate over whether companies should reincorporate outside Delaware, particularly in states such as Nevada and Texas. We have also followed Delaware’s efforts to address the trend through measures including the enactment of SB 21 and the Delaware Supreme Court’s decision upholding the statute. And we queried whether DExit could prove to be a new source of D&O exposure.

As we have previously noted (most recently, here), geopolitical issues represent an increasingly important source of D&O risk. A lawsuit filed late last week against the fuel cell and power generation firm Bloom Energy highlights this developing source of risk. In the new complaint, a plaintiff shareholder alleges that the company understated its supply chain exposure to China and understated the extent of its reliance on China for a specific rare earth element, scandium.

Ben Dubin In the following guest post, Ben Dubin, Managing Memberof VC Expert Services, LLC, examines Vice Chancellor Laster’s May 2026 opinion in the Zync v. Porsche case, a decision that highlights the legal and D&O insurance risks for investor-appointed directors and their sponsoring venture firms, particularly when directors are accused of acting as agents of the investor rather than exercising independent fiduciary judgment on behalf of the company.

In its July 29, 2026, report on first half securities class action lawsuit filings (here), Cornerstone Research explained the increased levels of 1H26 securities suit filings as being due in significant part to “a surge in litigation involving artificial intelligence-related claims .” In the latest example of this type of AI-related securities litigation, as well as an example of the kinds of allegations that can lead to these kinds of suits, late last week a plaintiff shareholder sued...

The D&O Diary has been following developments in the private credit industry closely, including litigation involving valuation and redemption, Payment In Kind (PIK) structures, and conflicts of interest. Indeed, we recently queried whether litigation challenging adviser compensation tied to PIK income and related valuation practices was likely to emerge.

Many of us are still trying to get comfortable with the idea of autonomous vehicles. Turns out, we may soon need to get comfortable with the idea of autonomous companies.

D&O Diary readers are aware of a growing trend over the past year: an increasing number of securities class actions arising from alleged market manipulation involving low-float public companies. These cases, ranging from pump-and-dump and spoofing schemes to stock promotion claims, now also include a lawsuit filed this week against Megan Holdings Limited (Megan), whose share price allegedly surged more than 400% in one month before plunging over 93% in a single trading day.

The fourth episode of The D&O Diary Podcast Series, discussing the D&O liability and insurance implications of the current Trump administration’s tariff policies, is now live. The D&O Diary has closely followed the rapidly evolving tariff environment and the growing range of litigation and liability issues arising from it.

Both the number of securities class action lawsuit filings and the number and total value of securities lawsuit settlements during the first half of 2026 were on track for the highest annual levels in several years, according to reports published this week by National Economic Research Associates (NERA) and Cornerstone Research, respectively. The NERA report, entitled “Recent Trends in Securities Class Action Litigation: H1 2026 Update,” can be found here.

Ben Dubin In the following guest post, Ben Dubin, Managing Member of VC Expert Services LLC, discusses Delaware Vice Chancellor Laster’s January 29, 2026 opinion in the Calumet Capital Partners case.