Agenda

Come on down for a game-show-style look at the many ways a private company can enter the public markets. In this interactive session we’ll work through sample SPACs, de-SPACs, reverse mergers and traditional IPOs to identify the pricing, coverage, and placement considerations each structure presents. Speakers will offer practical insights from an underwriting, broking and legal perspective as they evaluate the unique risks and solutions associated with such go-public transactions.

Brokers can redline a D&O form for weeks, but when a claim hits, only a handful of provisions decide the outcome. The speakers will unpack [or deconstructs] the lifecycle of a coverage dispute. Together they separate the wording that drives real results from the debates that rarely matter and share what they wish more people focused on at placement.

Artificial intelligence is rapidly reshaping how companies operate, compete, and make decisions, creating new challenges for boards tasked with overseeing strategy, risk, and corporate governance. As organizations accelerate their adoption of AI, directors must navigate an evolving landscape of regulatory scrutiny, litigation exposure, ethical considerations, cybersecurity and data risks, and increasing expectations around effective oversight. This panel will explore how the role of the board is evolving in the AI era and what effective AI governance looks like in practice. Speakers will discuss how boards can establish appropriate oversight structures, work with management on AI strategy and risk, address emerging D&O exposures, and balance innovation with accountability. The conversation will also examine how AI may change the boardroom itself, from the information directors receive and the decisions they make to the governance processes companies will need as AI becomes increasingly embedded in business operations.

The False Claims Act (FCA) remains one of the government’s most powerful enforcement tools, creating significant risks for private companies, nonprofit organizations, and their directors and officers across industries. Any organization that receives federal money, bills the government, contracts with the government, or certifies compliance with government requirements faces potential False Claims Act exposure, but healthcare, government contractors, cybersecurity, higher education, nonprofits, and trade-related industries remain the primary enforcement targets. As whistleblower actions and regulatory investigations continue to expand, FCA allegations can trigger complex D&O insurance coverage issues.

This panel brings together industry leaders to explore emerging FCA risks, coverage challenges, defense cost issues, parallel proceedings, and recent claim trends. Learn how insurers, brokers, policyholders, and counsel address these complex exposures while identifying strategies to mitigate risk and preserve insurance protection.

This session will examine the most significant securities litigation, regulatory, and enforcement developments of the past year and consider how those developments may influence underwriting, claims management, and case evaluation in the year ahead. Drawing on key court decisions, regulatory activity, and notable resolutions in the United States and abroad, the discussion will provide practical perspectives on the evolving risks affecting financial lines insurers and the broader impact of these developments on the marketplace.

Private-equity ownership and private-credit financing are reshaping private companies’ governance, financial, and litigation risks. PE appointments to the Board, aggressive acquisition and other strategies, complex capital and ownership structures, affiliated transactions, and pressure to meet debt-service expectations can create D&O exposures that differ significantly from those of traditionally financed private entities. We will address claims arising from valuations, disclosures, liquidity, redemption restrictions, conflicts among sponsors, fiduciary duties, covenant defaults, restructurings, dividend recapitalizations, and financially stressed portfolio companies.

The session will examine how current economic conditions affect private-company D&O risk. Higher borrowing costs, inflationary pressures, reduced access to capital, delayed exits, lower valuations, and refinancing challenges may increase insolvency risk, distressed transactions, creditor litigation, bankruptcy-related claims, and scrutiny of directors’ and officers’ conduct. Currently, debt financing, board appointments, failed transactions, and insolvency-related claims are particularly significant exposures for PE-backed companies.