Top all-time · #6929
Kevin M. LaCroix
Personal blog · dandodiary.combusinesseconomics
Kevin M. LaCroix writes The D&O Diary, a personal blog at dandodiary.com about business and economics. Since 2012, 12 different Hacker News readers have linked it 12 times. It is still writing: the last post was on 2026-11-01, and you can follow it by feed.
Too few sampled comments (9) to say how often HN recommends it.?
Why HN links it
HN readers link Kevin M. LaCroix's D&O Diary posts as sources on SEC enforcement actions, JOBS Act crowdfunding rules, D&O insurance and Musk-related securities litigation.
Summarised by Claude from a sample of 9 HN comments that link here. Each comment is marked recommending, critical or neutral (citing without judging); how this works.
The D&O Diary is written by attorney and Executive Vice President of RT ProExec, Kevin M. LaCroix, and offers insights and commentary from the world of directors & officers liability.
What Hacker News says?
A short while ago (per my comment history), I asked whether Elon Musk should remain as CEO of Tesla. I think, for my part, the answer is clearly no. He might be brilliant, he has undeniably had a hand in creating something awesome with Tesla and SpaceX's technology, but he's now a danger to the very thing he helped build. This is just one of the lawsuits filed against him or Tesla in recent weeks that have him as th…
Comment linking /2018/08/articles/securities-litigation/tesla-investors-file-securities-suits-elon-musks-take-private-tweets/
on “SEC Sues Musk and Seeks Ban for His Tweets on Go-Private Deal”Submitted Another ICO Draws a Securities Class Action Lawsuit as a story · 6 points
HN discussionWell I think taken literally, "not maximizing profit" can't possibly be sufficient grounds for an action. Nobody really has any idea of whether any particular strategy is profit-maximizing, so it's hard to believe a company can be sued for not following a profit-maximizing strategy. But shareholders can sue over alleged harm to a corporation. I'm not a lawyer, so I really have no idea what the standard is here. But…
Comment linking /2014/12/articles/shareholders-derivative-litigation/largest-derivative-lawsuit-settlements/
on “Mastodon Is Better Than Twitter: Elevator Pitch”Submitted In Lieu of D&O Insurance, Musk Agrees to Provide Tesla with “Coverage” as a story · 2 points
HN discussionPeople seem very angry about my comment, which perhaps indicates why WordPress is in such chaos. The SEC has significant enforcement powers still, and investors can mount lawsuits against shareholder oppression. https://www.dandodiary.com/2023/10/articles/securities-enfor...
Comment linking /2023/10/articles/securities-enforcement/private-companies-and-sec-enforcement-actions/
on “Automattic's board forces CEO Matt Mullenweg into leave of absence”Submitted D&O Insurance Implications of the SEC’s New Admissions Wrongdoing Requirements as a story · 1 points
HN discussionWhile I'm not an expert here (thank god), I believe D&O insurance is one of those things where the insurance companies pays after the fact, when you file a claim. So instead of sending you a bill for the lawyer's fees, they likely would just dispute your claim and not reimburse you. EDIT: Huh, it seems that although it's rare, yes, sometimes your D&O insurer will try to recoup costs by sending you a bill. Look at th…
Comment linking /2012/11/articles/d-o-insurance/do-insurance-when-can-a-do-insurer-recoup-amounts-it-has-paid-out/
on “ Black and Whitey: How the feds disable criminal defense”The great hope of the JOBS act was to allow unaccredited ("mom and pop") investors to get exposure to early-stage startups, in a safer way, so that the huge gains went to average people instead of well-connected rich people and VC's. The problem currently with crowd-funded securities offerings is the overall cost of capital (legal and regulatory), lack of liquidity post-raise, and that most of the good opportunities…
Comment linking /2018/07/articles/securities-laws/house-passes-jobs-act-3-0/
on “SEC tightens the noose on ICO-funded startups”No actions by the SEC meaningfully furthers their goal of protecting investors. They extract a fine, the party in question doesn't need to admit guilt, and the cycle continues. Occasionally, they send someone to jail to prove a point (Martin Shkreli), but out of their limited enforcement actions, it is rare. https://www.dandodiary.com/2018/05/articles/regulatory-enfor... (SEC Public Company Enforcement Action Contin…
Comment linking /2018/05/articles/regulatory-enforcement-2/sec-public-company-enforcement-action-continue-steep-decline-first-half-fy-2018/
on “Musk’s Tesla Fun Does Not Amuse SEC”That scared me at first too so I did some research. The CNet article is wrong. It seems that the personal liability only applies to "material misrepresentations and omissions made to investors in connection with a crowdfunding offering". See http://financialservices.house.gov/News/DocumentSingle.aspx?... (see General Anti-Fraud Provisions section) and http://www.dandodiary.com/2012/04/articles/regulatory-reform... (…
Comment linking /2012/04/articles/regulatory-reform/the-impact-of-the-jobs-act-on-do-liability/
on “JOBS Act: Things to look forward to (and to dread)”It faces criticism, but still held true. "sacrificing profit for moral reasons" is not acting in best interest of shareholders. That doesn't mean maximizing value at all times btw, e.g. assessing potential reputational damage and sacrificing some profit by not doing something can be acting in best interest of shareholders (or not, depending on circumstances). Target is embroiled in one of such lawsuits over ESG mand…
Comment linking /2023/08/articles/esg/target-hit-with-esg-backlash-securities-suit/
on “Meta blocks human rights accounts from reaching audiences in Arabia and the UAE”Space-X and x/AI are both privately held. But this may mess up the proposed IPO.[1] By completing the SpaceX–xAI deal while both companies remain privately held, and now closed, Musk can effectively set relative valuations, negotiate terms within a founder‑controlled ecosystem, close, and then inform investors, without the procedural drag and disclosure obligations that attend a public‑company merger. That flexibili…
Comment linking /2026/03/articles/director-and-officer-liability/the-spacex-xai-merger/
on “Elon Musk pushes out more xAI founders as AI coding effort falters”
