Worldwide: Directors and Officers

A more thorough review of Trimm’s facts and analysis of Trimm is instructive for practitioners in assessing how to establish the “substantial likelihood of liability” prong when pleading demand futility in Washington...

Forget smartphones, the internet or PCs. The closest comparable to the transformational impact of Artificial Intelligence (AI) is the discovery of electricity. But the electrification of society rolled out relatively slowly. AI is only gaining speed.

More than half of directors now believe at least one of their fellow board members should be replaced, marking the highest dissatisfaction rate in two decades of surveying. Drawing from 25 years of boardroom experience...

The Delaware Superior Court, applying Delaware law, held that a public offering exclusion does not bar coverage for a de-SPAC merger because the transaction did not constitute a public offering of the insured ...

Artificial Intelligence (AI) in the boardroom is a double-edged sword. It presents risks, but also potential rewards. Meeting their fiduciary duties to the company requires that directors get this balance right.

Companies with equity-compensation programs face significant insider-trading risks when employees, officers, and directors trade company securities while aware of material nonpublic information. Rule 10b5-1 trading plans provide an affirmative defense against insider-trading claims by establishing predetermined trading arrangements that satisfy specific SEC requirements, including adoption timing, good-faith certifications, mandatory cooling-off periods, and restrictions on overlapping plans.

Recently, the Delaware Court of Chancery held in Los Angeles City Employees’ Retirement System v. Glenn Sanford, et al. (“eXp”) that officers’ and directors’ fiduciary oversight obligations may extend to the investigation and remediation of workplace sexual misconduct and that a failure to respond adequately in good faith to such claims may constitute a breach of fiduciary duty under the Caremark doctrine.

On April 20, 2026, the Delaware Court of Chancery, following a post-trial decision, upheld a board decision to suspend and terminate a long-tenured and highly successful CEO, applying the business judgment rule and rejecting claims that the directors acted in bad faith or under improper stockholder influence.

The Securities and Exchange Commission has expanded exemptive relief from beneficial ownership reporting requirements under the Holding Foreign Insiders Accountable Act, adding three new qualifying jurisdictions to its list.