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Three articles got my attention this week, and no one seems to be talking about them. Each one is a record somebody will read after something goes wrong.

• The prospectus. The Fidelis Partnership (TFP) told the SEC that one capacity provider backs 48% of its bound premium.
• The Delaware opinion. A court quoted a board’s AI-generated meeting transcript, and the transcript told a different story than the minutes.
• The bylaw. SpaceX went public with a rule that tries to keep shareholder securities claims out of class actions. No court has tested it.

I’ve been placing directors and officers (D&O) coverage for financial institutions for twenty-plus years. And every claim starts the same way: somebody asks for the paperwork. The applications, the minutes, the contract.

Whatever the paper says becomes the story, whether or not it’s the one you meant to tell.

Insurance operators, I’d skim all three this week.

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How to write your capacity disclosure, even if you never go public

The best capacity disclosure in the managing general agent (MGA) market is now a public document.

On September 25, TFP Group, known as The Fidelis Partnership, filed to list on the New York Stock Exchange. It isn’t an insurer. It writes business on other insurers’ balance sheets: $5.39 billion of premium in 2025 and $3.88 billion in the first half of 2026.

Then the risk factors. Pelagos Insurance Capital, a separate carrier, “net of reinsurance, supported 48% of our Bound Premium in the twelve months ended June 30, 2026.” TFP calls the arrangement “bespoke” and says it “could be difficult to replace or replicate with any other Capacity Provider.”

The contract is a 10-year rolling Framework Agreement. Pelagos elects each year whether to roll it, with at least 90 days’ written notice.

If Pelagos stopped rolling the agreement, the F-1 says nine underwriting years would remain, unless the deal ended early for breach or regulatory reasons.

(sources: TFP Group F-1, filed September 25, 2026; Insurance Business, September 28, 2026)

So what?

TFP’s filing is a model for what your own capacity disclosure should say.

Most MGAs we place can name their largest provider. Fewer can say what share of bound premium it supports, how much notice it owes, or what happens to business already bound if it leaves. Your front and your underwriters can ask all of that without a securities filing. An MGA with outside investors that can’t answer on its D&O or E&O application is describing a risk it hasn’t measured. Carriers can run the same test in reverse: how much of your premium comes from MGA programs on your paper?

Write yours in three lines. First, each provider’s share of bound premium, updated quarterly and shown to the board. Second, the notice each one owes before it stops, and what happens to business already bound. Third, a check that the same figures appear in your investor deck, your capacity agreement and your D&O application.

TFP’s 48% sits in a filing anyone can read. The next record was never meant to leave the boardroom.

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How to manage your board’s AI recording habits

A Delaware court has now read a board’s AI transcript next to its minutes, and quoted the transcript.

The case is ATG Capital Opportunities Fund LP v. Lane, C.A. No. 2026-0447-LWW, decided August 28 by Vice Chancellor Lori Will of the Delaware Court of Chancery. Empery Digital’s board adopted a rights plan (a “poison pill,” which dilutes any investor who crosses an ownership line) and rejected an activist’s director nominees. An AI tool had transcribed the board’s meetings.

The minutes said the plan would protect stockholders. In the transcript, chairman and co-CEO Ryan Lane says the plan was “necessary in order for the board to remain in its position.” The court quoted that line in discussing the board’s motives, and among other holdings found the rejection of the activist’s nominees invalid.

Directors are adopting the tools anyway. In a June Diligent Institute survey, 82% of U.S. public-company directors had used generative AI in board work in the past six months. Only 6% had a board-specific policy.

The minutes were the board’s version of the meeting, and the court quoted the other one.

(sources: ATG Capital Opportunities Fund LP v. Lane, Del. Ch., C.A. No. 2026-0447-LWW, August 28, 2026; Sidley, September 17, 2026; Diligent Institute, June 17, 2026)

The LION Lens

What happened — A Delaware court quoted a board’s AI transcripts in discussing its motives, and found its rejection of an activist’s nominees invalid (ATG v. Lane, Del. Ch., August 28, 2026).

Why it matters — An AI transcript is a second, word-for-word record, not always an accurate one, that either side can put in front of a judge.

Practical implications — A board that lets AI record its meetings is building evidence its minutes were never meant to be.

So what?

For a carrier’s board, the AI notetaker is now part of the D&O file.

When directors are sued, the defense rests on what the board considered and why. Once a lawsuit is reasonably expected, relevant transcripts likely must be preserved. Underwriting and claims committees carry the same risk, because a recorded reserve discussion can surface years later in a bad-faith suit, and that claim lands on your E&O or extra-contractual cover, not just your D&O.

The LION POV

Here’s how we’re advising clients:

• Decide before the meeting. Good is a board-approved rule on whether AI tools may record board and committee meetings, and who can grant an exception. The tell: the tool is running because somebody’s calendar turned it on by default.
• Treat the transcript as a record. Good is transcripts covered by your retention schedule and legal-hold process, stored where counsel can reach them, with the vendor’s storage, training and deletion terms in writing. The tell: files sitting in a vendor’s cloud under one director’s personal account.
• Keep counsel’s sessions clean. Good is notetakers off whenever counsel is giving advice, with the minutes noting counsel was present. Switching the bot off doesn’t settle privilege on its own, so ask counsel. The tell: a vendor’s bot in the privileged part of the agenda.

Want a second set of eyes on how your board’s recording habits line up with your D&O form? Book a confidential review.

The transcript decides what the record says. The next story is about where shareholders get to argue about it.

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How to evaluate a shareholder class-action ban

A year ago, the SEC stopped treating forced arbitration of shareholder claims as a reason to hold up an initial public offering (IPO).

The September 2025 vote was 3-1, and it left open whether such clauses are enforceable. Delaware had already closed its door. Since August 2025, its corporate law has required that stockholders keep access to at least one Delaware court, which commentators generally read as a ban.

SpaceX, a Texas company, went public in June with bylaws that send shareholder claims, securities claims included, to the Texas Business Court with no class actions. If that court can’t hear a claim, it goes to individual arbitration. No court has tested the bylaws yet.

NERA counted 118 new federal securities class actions in the first half of 2026, with an $18 million median settlement. We found no carrier that has said publicly what these clauses are worth.

For now, the SpaceX clause is untested in court and unpriced by carriers.

(sources: SEC Release No. 33-11389, September 17, 2025; SpaceX bylaws, Exhibit 3.2; Ballard Spahr, October 1, 2026; NERA, July 21, 2026)

So what?

For an insurtech planning an IPO, the class-action question now starts with where you incorporate.

Evaluate a ban in four checks. The last two apply to any D&O buyer, public or not:

1. Your state. A Delaware company likely can’t copy SpaceX. A Texas or Nevada company may be able to, until the first lawsuit tests it.
2. Your investors. Glass Lewis, the proxy adviser, may now recommend votes against the governance committee of a new public company that adopts one.
3. Your policy. A D&O policy whose definition of Claim leaves out arbitration may not respond to an arbitration demand, depending on the wording. Check that every excess layer follows the same definition.
4. Your retention. Many small arbitrations can cost more to defend than one class action, and your related-claims wording decides whether the retention applies once or to each.

For D&O buyers, the wording matters before the price does.

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What LION is seeing in financial institution (FI) lines

On the renewals we’re seeing, D&O is mostly flat for regional and mutual carriers and MGAs, and firming for insurtechs. E&O, including insurance company professional liability (ICPL), is the firmest line in the book for all three.

	D&O	E&O / ICPL	Cyber	Fiduciary
Regional and mutual insurers	−2% to +2%	+1% to +5%	−4% to +1%	+2% to +5%
MGAs	−3% to +1%	0% to +4%	−4% to +1%	+2% to +5%
Insurtechs	+2% to +7%	+4% to +9%	0% to +6%	+3% to +6%

Read it against this week’s stories. A flat D&O renewal doesn’t price an AI transcript or an arbitration demand your Claim definition misses, and the E&O column is where a capacity exit or a recorded reserve discussion would land.

(source: LION book observations, renewals quoted May–July 2026; indicative, not quotes)

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The Bottom Line

TFP showed public investors a capacity figure most MGAs keep in a drawer. Empery’s board found out its AI notetaker kept a record its minutes didn’t. SpaceX changed where its shareholders can sue, and no court has said whether that holds.

Before your next renewal, read your own records the way a stranger would. Someone outside the boardroom eventually will.

Three for your board on Monday

1. Name the number. What share of our bound premium rests on our largest capacity provider, and how much notice does it owe us before it stops?
2. Find the second set of minutes. Which board and committee meetings did an AI tool record this year, who holds those files, and does our retention policy cover them?
3. Read the Claim definition. Does our D&O policy treat an arbitration demand as a Claim, and would our retention hold up against many small claims?

If any of those would take more than a phone call to answer, that’s the conversation to have before renewal.

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ICYMI: Last week we followed Markel’s $205 million fronting loss to the collateral question behind your MGA’s next renewal. Read it here.

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Thank you for reading today’s edition.

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Stay Covered Everybody,

-FLIP

P.S. If you’re not sure your board’s recording habits or your capacity disclosure would hold up to a D&O underwriter’s questions, I can help you check your current setup. Reach out for a confidential conversation: book a time or reply to this email.

P.P.S. Nothing in this briefing constitutes legal advice. These are the opinions of the founder, and coverage is always subject to the terms of each policy. It’s market intelligence designed to help you ask better questions of your advisors and make sharper decisions at your next insurance renewal.

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