Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 required the Securities and Exchange Commission (SEC) to issue rules mandating the recovery of incentive-based compensation in the case of a...more
Quiet periods aren’t legal mandates for quarterly earnings—but they’ve become a cornerstone of disciplined disclosure practice....more
On September 17, 2025, the US Securities and Exchange Commission (SEC) issued a policy statement with potentially far-reaching consequences for corporate governance, securities litigation, and directors and officers (D&O)...more
10/2/2025
/ Arbitration ,
Arbitration Agreements ,
Corporate Governance ,
D&O Insurance ,
Disclosure Requirements ,
Mandatory Arbitration Clauses ,
Registration Statement ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Securities Violations
1.0 D&O Market Update -
1.1 Rates for Public Companies -
The directors & officers (D&O) insurance marketplace alternates between hard, soft, and stable cycles over time. Depending on the year, various factors dominate...more
9/25/2025
/ Board of Directors ,
Class Action ,
Commercial Insurance Policies ,
Consumer Insurance Products ,
Corporate Governance ,
Corporate Officers ,
D&O Insurance ,
Initial Public Offering (IPO) ,
Insurance Regulations ,
Risk Management ,
Securities Litigation ,
Settlement
D&O Insurance Trends: Guidance from Our Experts -
D&O insurance buyers are still seeing soft market conditions in 2025—despite rising concerns among underwriters about unsustainable pricing. What does that mean for your...more
9/12/2025
/ Artificial Intelligence ,
Board Members ,
Board of Directors ,
Class Action ,
Corporate Executives ,
Corporate Governance ,
D&O Insurance ,
Delaware ,
Diversity and Inclusion Standards (D&I) ,
Enforcement ,
Incorporation ,
Initial Public Offering (IPO) ,
Insurance Costs ,
Insurance Industry ,
Insurance Rates ,
Personal Liability ,
Renewal Options ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
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Webinars
For US-listed public companies, issuing corporate guidance can feel routine—until it isn’t. One overly rosy forecast or offhand comment on an earnings call can turn into plaintiffs’ or regulators’ Exhibit A. For companies...more
With Delaware’s officer exculpation law now in its third proxy season, how are companies faring at the ballot box? In this week’s blog, my colleague Lenin Lopez offers insight into what’s working, what’s not, and how...more
Environmental-related risks in merger and acquisition (M&A) transactions shouldn’t just be a technical concern for legal and compliance teams—they should also be a board-level consideration. Whether stemming from legacy...more
Most director resignations are routine affairs, but that was not the case with a recent and very public director resignation. This resignation and others like it may serve as a cautionary tale for any board. In this week’s...more
The spread of misinformation goes beyond public relations and poses a real risk to business operations. Whether it's inaccurate information shared on social media, mischaracterizations in mainstream news or podcasts, or...more
With evolving regulations and emerging risks—including tariffs, DEI-related controversies, and cybersecurity concerns—some public companies are refining their approach to assessing and updating risk factor disclosures. Beyond...more
Autonomous agents, agentic artificial intelligence (AI), or AI agents seem to be all the rage lately. Most recently, Salesforce CEO Marc Benioff was quoted as saying that today’s CEOs will be the last to lead all-human...more
Corporate crises happen—and that means we have to plan for them. While it isn’t practical to prepare for every possible corporate crisis, there are steps that boards and management teams can take to be better prepared. In...more
When a public company faces significant financial challenges and uncertainty, the pressure on management teams and boards of directors to make the “right” decisions intensifies. If those financial challenges are not...more
Corporate boards continue to find themselves the subject of scrutiny by plaintiffs’ attorneys alleging violations of fiduciary duties—specifically as a function of a lack of independence—after a significant board decision....more
It’s been a year since the SEC’s compensation clawback rules took effect. Since then, US-listed public companies have implemented compliant compensation clawback policies that require executive officers to pay back...more
A recent enforcement action by the Securities and Exchange Commission (SEC) highlights the risks companies face when public disclosures may be viewed as misleading or fail to account for updated information....more
Public companies are under immense pressure to stay ahead of emerging trends, navigate increasingly complex regulations, and meet investor and other stakeholder demands. The expertise required to address these challenges is...more
It’s obvious that strong cybersecurity governance should help to reduce a company’s risk of succumbing to a cybersecurity incident or being significantly impacted should one materialize. One major challenge: determining what...more
In 2021, the Securities and Exchange Commission (SEC) adopted final rules that made it easier for shareholders, including activists who may not have the company’s long-term interests in mind, to put dissident directors on a...more
On March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules that will require public companies to significantly expand the scope of climate-related information in their registration statements and...more
Did managing your company’s insurance program (or parts of it) unexpectedly land on your desk? Ouch. But help is here: In this week’s blog my colleague Lenin Lopez offers practical steps you can take if you become responsible...more
One would think that individuals would avoid illegal insider trading like the plague. The general maxim to apply to avoid insider trading is simple: “Don’t trade in a public company’s securities while you’re aware of material...more
One notable feature of the stock market in 2024 is the number of public companies announcing share buybacks and the expectation that this trend will continue. While share buybacks are generally well-received by investors,...more
For corporate officers, exposure to potential liability is part of the job. Two of the primary protections available to corporate officers come in the form of a tailored D&O insurance program and a favorable indemnification...more