CLOs

September 10, 2025

, , , , ,
Personal attacks on directors are now a governance weapon

Personal attacks on directors are now a governance weapon – amplified by activists, media, and social platforms. Traditional protections (proxy advisors, board slates, collegiality) are eroding. Reputational harm can drive board turnover, litigation, and long-term career damage. Emerging responses: (1) Hazard pay for directors; (2) Reputation insurance alongside D&O coverage. Oversight of reputational risk is mission-critical. Boards must exercise foresight: how is reputational risk being integrated into risk management, who is responsible, and how is the company mitigating it?

June 26, 2025

, , , , , ,
Reputation risk management and governance with insurance is now a best practice recommended by governance and legal authorities.

Reputation risk management and governance with insurance is now a best practice recommended by governance and legal authorities.

Sophisticated prospective/captive owners intent on launching a captive, or jumpstarting an expanded remit for an existing captive, may successfully overcome corporate inertia with a parametric cover for reputation risk. Reputation insurance is now a recommended best practice—Principle #9—for Reputation Risk Governance according to recently released landmark guidelines from the DCRO Institute. Reputation insurance and insurers are also recognized for their value in reducing compliance risk in America Law Institute’s March 2025 release of Principles of the Law, Compliance and Enforcement for Organizations. 

June 25, 2025

, , , , ,
DCRO Institute Guiding Principles for Reputation Risk Governance: Essential principles for Boards of Directors

The Guiding Principles from the DCRO Institute is a governance tool—for directors navigating complexity, convergence, and scrutiny. More than crisis management, these principles are a call to clarity—to governing reputation as both a mission-critical asset and a potential source of material risk. These Principles help directors avoid claims of culpability from activists, institutional investors and litigators that can create costly personal reputation losses that are not covered by D&O liability insurance.

February 20, 2025

, , , , , , , , , , , , , , , , , , ,
“The worst thing that can happen to a company is: You’re still on that list, but you’ve lost all your good faith and credibility with folks on the other side of these issues.” We call this situation a reputation crisis and a clear need for reputation insurance.

There are 45 companies (combined value $10 trillion) on the MAGA anti-DEI hit list.“The worst thing that can happen to a company is: You’re still on that list, but you’ve lost all your good faith and credibility with folks on the other side of these issues.” We call this situation a reputation crisis and a clear need for reputation insurance.

February 14, 2025

, , , , , ,
As SEC sees it, we live in a Manichean world where allies are pliant, and anyone who is anything else, is an activist. No more engagement to offer a gentle nudge. "Investors that threaten to vote against directors' reelection if the company is not aligned with their stewardship policies or views on environmental, social or governance issues will not be considered passive and must instead file a Schedule 13D as activists, according to a new compliance and disclosure interpretation released by the SEC's Division of Corporation Finance this week.

As SEC sees it, we live in a Manichean world where allies are pliant, and anyone who is anything else, is an activist. No more engagement to offer a gentle nudge. “Investors that threaten to vote against directors’ reelection if the company is not aligned with their stewardship policies or views on environmental, social or governance issues will not be considered passive and must instead file a Schedule 13D as activists, according to a new compliance and disclosure interpretation released by the SEC’s Division of Corporation Finance this week.

January 27, 2025

, , , , , , , ,
"Whether they condone, condemn or ignore such comments, some dutiful and conscientious board members will paradoxically suffer personal reputational harm if aggrieved stakeholders feel betrayed."

Public comments made by Cleveland-Cliffs’ CEO and chair against Japan and Nippon Steel that appeared to reference the 1945 nuclear bombing of Hiroshima and Nagasaki drew swift condemnation and underscore the precariousness of trying to win favor with the incoming administration, sources told Agenda. […] “Over the next few years, we will see a lot of strategic cultural posturing by executives like Mr. Goncalves,” Kossovsky said. “Whether they condone, condemn or ignore such comments, some dutiful and conscientious board members will paradoxically suffer personal reputational harm if aggrieved stakeholders feel betrayed.”

December 4, 2024

, , , , , ,
Governance experts including the National Association of Corporate Directors and other authorities are encouraging boards to support management more closely in an "uncertain — and possibly volatile — environment," even at the risk of appearing to micromanage. But with engagement comes culpability for the reactions of already-angry stakeholders. Simply put, the costs of leaning into a reputation crisis may include the dispensation of board members whose personal losses will not be covered by D&O liability insurance. Board members need personal reputation insurance.

Governance experts including the National Association of Corporate Directors and other authorities are encouraging boards to support management more closely in an “uncertain — and possibly volatile — environment,” even at the risk of appearing to micromanage. But with engagement comes culpability for the reactions of already-angry stakeholders. Simply put, the costs of leaning into a reputation crisis may include the dispensation of board members whose personal losses will not be covered by D&O liability insurance. Board members need personal reputation insurance.

October 23, 2024

, , , ,
We often talk about how the essence of reputation risk is the risk of economic damage from a list of emotional disappointed stakeholders, usually wrapping up with social license holders. Here is a story of one such aggrieved group from Rockdale County, GA, which is trying to oust BioLab from its site after a devastating industrial fire. […] “We can no longer stand by and allow a corporation to continuously affect our current and future physical health, our mental health and our overall quality of life,” Rockdale County Commissioner Sherri Washington said.

We often talk about how the essence of reputation risk is the risk of economic damage from a list of emotional disappointed stakeholders, usually wrapping up with social license holders. Here is a story of one such aggrieved group from Rockdale County, GA, which is trying to oust BioLab from its site after a devastating industrial fire. […] “We can no longer stand by and allow a corporation to continuously affect our current and future physical health, our mental health and our overall quality of life,” Rockdale County Commissioner Sherri Washington said.

Topics