Author: Priya Cherian Huskins
Foreign companies going public in the US benefit from ready access to capital, enhanced liquidity and the credibility that comes with being listed on a major US exchange.
But listing on a US exchange comes with risk: These foreign private issuers now face heightened securities litigation and regulatory environment.
Gallagher's D&O Databox™ 2025 Year-End Report on securities class actions (SCAs) shows that foreign-domiciled companies accounted for 18% of all SCA filings, with companies headquartered across 13 jurisdictions.
Companies also face heightened litigation risk in the first five years as US public companies, adding to the risk that foreign filers already face.
This makes D&O insurance planning and governance training especially important for foreign filers ahead of their IPO or direct listing on a U.S. exchange.
Early planning is particularly beneficial for foreign issuers. The decisions they make during the preparation process will impact everything from underwriting outcomes and coverage structure to how claims are handled.
Gallagher's 2026 Guide to D&O Insurance for Foreign IPOs and Direct Listings explores the insurance, governance and liability issues that foreign private issuers face as they prepare to enter the US public markets.
Why early preparation matters
Structuring a global D&O insurance program takes significant time and coordination.
Building the insurance program involves underwriting reviews, coverage negotiations, governance preparation, board education and more. Foreign filers have the additional challenge of considering how their D&O insurance program will respond globally, including in their home jurisdictions.
Because of this, companies benefit from D&O insurance planning that begins well before the IPO pricing stage.
From there, the insurance placement process will run alongside major IPO milestones, as indicated in the graphic below.
Companies should also be aware that their litigation risk can begin before shares start trading publicly. The news that a company is going public can draw scrutiny to the company; in some cases, this can lead to pre-IPO litigation.
Therefore, it's even more important to get the planning stage right and with plenty of time to address these considerations.
Additional complexity for foreign filers
For some foreign private issuers, the process of going public on a US exchange may also mean evaluating their global D&O insurance program to ensure it will respond as intended.
Some of these considerations include:
Enhanced cross-border liability: After going public, foreign private issuers can find themselves suddenly under intense scrutiny across many jurisdictions.
Governance expectations: Foreign private issuers will need strong corporate governance to mitigate director and officer risk and D&O insurance underwriters will take this into account when placing insurance.
SEC scrutiny: Issuers should be prepared for heightened scrutiny and disclosure expectations from the Securities and Exchange Commission.
Indemnification issues: Local laws can restrict whether indemnification is permitted and how claims are paid, compared to what is generally available for US domestic companies.
Sanctions: Sanctions-related risks can impact policy terms and exclusions and may require the need for separate local insurance.
Because these factors can add to another layer of time and coordination, early preparation is key.
What's in the 2026 Guide
Access Gallagher's 2026 Guide to D&O Insurance for Foreign IPOs and Direct Listings to learn more about:
- Key D&O insurance considerations for foreign private issuers preparing to list on a US exchange
- How D&O insurance placement aligns with major IPO milestones
- Governance and enterprise risk management for newly public companies
- Cross-border risks, local admitted policies and international D&O program structure
- SEC scrutiny, insider trading controls and 10b5-1 trading plan considerations
- Federal forum provisions and other strategies for managing securities litigation exposure
- Tail policy considerations and the transition from private to public company D&O coverage
- Ongoing claims and board-level risks for US-listed foreign issuers
Thoughtful D&O insurance planning prepares a company and its leadership not just for coverage but for risk mitigation and life as a US public company.
Published June 2026
