Worldwide: Directors and Officers

Shareholder derivative lawsuits have surged dramatically in 2026, with 61% of securities class action settlements now accompanied by parallel derivative claims. These parallel actions correlate with settlement amounts 68% higher than cases without derivative suits, creating complex multi-front litigation challenges for corporate defendants navigating both federal securities claims and state law fiduciary duty allegations.

Recent Delaware Chancery Court opinions reveal significant personal liability risks for designated directors and the stockholders who appoint them, particularly when directors act to benefit their appointing stockholders rather than the corporation as a whole. How can designated directors and appointing stockholders navigate these complex fiduciary duty obligations while protecting themselves from potential breaches of loyalty, aiding and abetting claims, and other legal liabilities?

On July 31, 2026, the Board of Governors of the Federal Reserve System (the “Board”) proposed the most significant updates to insider lending restrictions for banks in more than three decades (“Proposed Rule”). If finalized, the amendments to Regulation O would, among other things, modernize long-outdated dollar thresholds, codify significant staff interpretations and statutory provisions, and provide targeted relief for banks which have passive investment funds as “principal shareholders” (10% or more of a class of voting shares).