Woodruff Sawyer Unveils Its 13th Annual D&O Guide: Insights for 2026

Woodruff Sawyer Releases the 13th Annual D&O Looking Ahead Guide

Woodruff Sawyer, a prominent insurance brokerage and consulting firm, has officially released its 13th Annual D&O Looking Ahead Guide. This guide serves to provide boards and executives with a comprehensive look at the ongoing changes within the directors and officers liability landscape, particularly as we approach 2026. In this year’s edition, challenging themes, including the rise of securities litigation, the implications of AI-driven disclosure challenges, and shifts in regulatory pressures, are thoroughly examined.

Understanding the Evolving Risk Landscape

This year's guide highlights a crucial reality: while boards are confronting new risks, current market conditions are generally more favorable for buyers. Despite an uptick in securities litigation filings, an impressive 74% surge in case dismissals year-over-year has been recorded, signaling that not all is dire within the governance landscape. However, as Priya Huskins, Senior Vice President of Management Liability at Woodruff Sawyer, points out, market stability can breed complacency. She emphasizes the importance of vigilance during seemingly calm periods to adequately prepare for any potential upheavals that may lie ahead.

Notable Trends Impacting Governance

Among the highlighted shifts, this year’s guide notes several key trends reshaping boardroom conversations:

1. Incorporation Debates: The ongoing discussions surrounding reincorporation—specifically the choice between Delaware, Nevada, and Texas—are influencing both incorporation strategies and demand for Side A coverage in D&O policies.
2. Evolving Disclosure Requirements: Under new leadership at the SEC, the rules regarding cyber disclosures are beginning to soften, presenting new challenges for boards to navigate. Boards must now adapt strategies to maintain compliance while exploring opportunities for growth amid these changes.
3. Diversity and Inclusion Pressures: The backlash against DEI initiatives, along with uncertainties about enforcement under the Foreign Corrupt Practices Act (FCPA), has created a climate of noise, which may not necessarily translate into increased litigation impact but certainly puts additional pressure on governance.

Current Market Conditions Favor Buyers

Interestingly, as the guide discusses, the environment for D&O premiums appears to be stabilizing, with rates returning to levels comparable to those seen in 2019. Amid this soft market, initial public offerings (IPOs) and special purpose acquisition companies (SPACs) have witnessed a surge of interest from carriers, leading to aggressive competition and attractive coverage terms for buyers. However, the report serves as a warning—while conditions may seem favorable, litigation trends and capital shifts can quickly reverse this softening market.

Taking Proactive Measures

For boards and their risk management teams, the guide emphasizes the importance of proactive governance. Engaging in thoughtful risk factor updates can significantly mitigate exposure to emerging AI-related disclosure challenges, enhancing overall governance strategies. In its conclusion, the guide offers advice for boards to remain agile, informed, and attuned to the shifting dynamics of governance and risk management.

Conclusion

As Woodruff Sawyer continues to lead the conversation on D&O matters, the insights presented in this guide are invaluable for both current and future board members. By being equipped with the right tools and an understanding of the shifting landscape, boards can more effectively navigate their governance challenges and seize opportunities for growth in an evolving market.

For those interested in delving deeper, the full guide is available for download, and Woodruff Sawyer will be hosting a webinar on September 25th to discuss the findings further, ensuring that boards stay ahead of the curve in 2026 and beyond.