AI-Washing and Disclosure Liability: Securities Suits and Drafting Defensible Filings

Jeffrey J. Cunningham, Founding Partner, Firm General Counsel and Co-Chair of Professional Liability Practice | Cohen Cunningham LLP

Jeffrey J. Cunningham is a founding partner of Cohen Cunningham LLP, where he serves as the firm’s General Counsel and co-chairs its Professional Liability Practice. He defends lawyers and other industry professionals in a wide range of professional liability, ethics, and disciplinary matters, and acts as outside general counsel to small and mid-sized law firms across the United States, emphasizing simple, preventive systems of risk management that protect clients before problems occur.

• Education & Credentials

Jeff earned his J.D. from Fordham University School of Law in 2010, where he served as an associate editor of the Fordham Journal of Corporate & Financial Law and received the Archibald R. Murray Public Service Award magna cum laude for pro bono work. A Fulbright Scholar at Philipps-Universität Marburg in Germany (2005), he holds a B.A. from The Citadel, The Military College of South Carolina (2004). He is admitted to practice in New York and Connecticut, and before the U.S. District Courts for the Eastern and Southern Districts of New York and the District of Connecticut, as well as the Mashantucket Pequot Tribal Court.

• Recognition & Leadership

Jeff has been selected to New York Metro Super Lawyers for Professional Liability: Defense (2023 and 2024), following earlier recognition as a Rising Star in the same category (2014-2021), and holds the Martindale-Hubbell® AV Preeminent® peer review rating. He reaches an audience of more than 30,000 followers through his ethics and risk-management publications, including a weekly newsletter on ethics and malpractice, a monthly law firm risk management newsletter, and the daily blog Point One: A Bite of Ethics a Day Keeps Legal Malpractice Claims Away.

• Professional Involvement

Jeff is a member of the New York City Bar Association, The Cardozo Society, the Professional Liability Defense Federation, and the American Association of Jewish Lawyers and Jurists. A lifelong learner and teacher, he presents dozens of continuing legal education courses each year on topics of law firm risk management and legal ethics.

• Experience

Jeff brings 15 years of large-firm experience to his practice defending professional liability cases on behalf of lawyers, law firms, and a myriad of other professionals. He serves as outside general counsel to numerous small and mid-sized law firms and writes frequently on law firm risk management and the professionally responsible use of artificial intelligence, including publications on legal ethics in Law360 and Risk Management.

Mary Weeks, Partner | Troutman Pepper Locke

Mary leads the firm’s Securities Litigation Practice Group. She vigorously defends and resolves high-stakes securities litigation and shareholder disputes and manages internal investigations for corporations, officers, and directors. Mary’s efficient approach and lengthy track record of early-stage resolutions in key jurisdictions help clients effectively manage and mitigate risk.

• Education & Credentials

University of North Carolina School of Law, J.D., with honors, 2011; Campbell University, B.A., summa cum laude, 2008. Bar admissions: Georgia; New York.

• Recognition & Leadership

Chambers USA: Litigation: Securities, Georgia (2022-2026); Best Lawyers in America®: Ones to Watch: Commercial Litigation (2021-2025), Litigation – Securities (2024-2025); Super Lawyers®: “Rising Star” – Securities Litigation, Georgia (2019-2025); Benchmark Litigation: “40 & Under List” in Georgia (20242025); ABA Business Law Section BCLC Women Business and Commercial Advocates 2026 Honoree (April 2026).

• Professional Involvement

Board member-at-large, Atlanta Bar Association, Litigation Section (2023-present); activities committee member (2022-2023); Vice chair, Business and Corporate Litigation Committee, American Bar Association, Business Law Section (2025-present); director of regional meetings (2025-present); co-chair, Securities Litigation Subcommittee (2022-present); Member, American Bar Association, Litigation Section, Securities Litigation Committee (2022-present); co-chair, Women In Securities Litigation Subcommittee (20232024); Board member, University of North Carolina School of Law Alumni Association (2025); alumni engagement committee member, UNC School of Law (2015-present); chair, Carolina Law Club of Atlanta (2015-2024); member, Young Alumni Leadership Council (2021-2024); Member, Georgia Intrastate Moot Court Competition Committee, Young Lawyers Division, State Bar of Georgia (2012-2023); co-chair (20162018); Member, Women’s White Collar Defense Association, Atlanta Chapter (2019-present); Member, Association for Corporate Growth (2014-2022).

• Experience

Mary defends clients facing allegations involving securities fraud, breach of fiduciary duty, corporate governance, and other shareholder derivative and securities class actions brought under Sections 10(b), 14(a), and 20(a) of the Securities Exchange Act of 1934 and state law. Her straightforward approach to evaluating and resolving claims has earned her loyal clients and dozens of early dismissals in critical venues such as the Delaware Court of Chancery, the Southern District of New York, and other federal courts within the Second, Third, and Ninth Circuits.

As head of the securities litigation practice group, Mary leads a core team of securities litigators who have refined an efficient, time-tested process for handling all aspects of her clients’ matters. She and her team have handled the full range of complex securities litigation, shareholder derivative litigation, dissenters’ rights actions and appraisal proceedings, as well as stockholder disputes before the Delaware Court of Chancery. Her clients benefit from her leadership and hands-on management of every matter, drawing from deep experience defending market leaders in sectors such as automotive, manufacturing, health care, life sciences, and early-stage biopharmaceuticals.

Mary leads and manages board of directors special committee and internal investigations, as well as regulatory investigations, including with the SEC, DOJ, and other government agencies.

Mary’s background includes trial-to-verdict experience in areas beyond securities litigation. She also serves as Troutman Pepper Locke’s firmwide hiring partner, leading the firm’s Regional Recruiting Committees.

Jay A. Dubow, Partner | Troutman Pepper Locke

Jay represents clients in SEC and regulatory investigations, securities litigation, and internal investigations. His experience as a former public company general counsel and branch chief of the Division of Enforcement at the SEC enhances his ability to provide valuable insight to clients.

• Education & Credentials

University of Pennsylvania Carey Law School, J.D., 1984; University of Pennsylvania The Wharton School, B.S., magna cum laude, 1981, finance and accounting. Bar admissions: District of Columbia; Pennsylvania.

• Recognition & Leadership

Best Lawyers in America®: Philadelphia Litigation – Securities “Lawyer of the Year” (2026); Best Lawyers in America®: Corporate Compliance Law (2026), Criminal Defense: White Collar (2024-2026), Litigation – Securities (2024-2026), Securities / Capital Markets Law (2025-2026); Honoree, Securities Enforcement Elite, Securities Docket (2024-2025); Chambers USA: Litigation: Securities, Pennsylvania (2021-2026); Super Lawyers: Securities Litigation (2025).

• Professional Involvement

Co-chairman, Business and Corporate Litigation Committee, American Bar Association; Vice chair, Business and Corporate Litigation Committee, American Bar Association’s Business Law Section; Vice chair, Criminal and Enforcement Litigation Subcommittee, American Bar Association’s Business Law Section; Member, Board of Editors, The Investment Lawyer; Member, Corporate Leadership Board, The Barnes Foundation.

• Experience

Jay co-leads the firm’s Securities Investigations + Enforcement Practice Group. He focuses his practice on complex business litigation, with a special emphasis on defending against shareholder derivative and securities class action litigation. He also represents clients involved in investigations by the U.S. Securities and Exchange Commission (SEC), the Pennsylvania Department of Banking and Securities, and various selfregulatory organizations, including the Financial Industry Regulatory Authority, Inc. (FINRA). He also conducts internal investigations on behalf of clients. Such investigations have included allegations involving the Foreign Corrupt Practices Act (FCPA), whistle blower claims, financial fraud, and civil and criminal violations of various federal and state laws. Jay also counsels cannabis and CBD industry clients on corporate and regulatory issues, as well as the potential risks both for cannabis-focused companies and non-industry participants doing business with cannabis companies. Jay previously worked at a public credit card company as senior vice president, general counsel, and chief administrative officer. He began his career as a staff attorney and then branch chief in the Division of Enforcement of the SEC in Washington, D.C.

Bianca DiBella, Associate | Troutman Pepper Locke

Bianca represents corporations, individuals, and corporate representatives in complex civil litigation matters. She works hard to determine her clients’ business and legal needs, helping to provide concise and efficient solutions for their toughest disputes.

• Education & Credentials

Vanderbilt University Law School, J.D., 2017, student body president; Vanderbilt Bar Association; University of Florida, B.A., cum laude, 2014. Bar admissions: Georgia.

• Recognition & Leadership

Best Lawyers in America®: Ones to Watch: Litigation – Securities (2026); Super Lawyers®: “Rising Star” – Securities Litigation, Georgia (2025-2026); Michael Maggio Memorial Pro Bono Award, American Immigration Lawyers Association (2023).

• Professional Involvement

Community Services Committee Member, Atlanta Bar Association, Litigation Section; Editor and Chair, American Bar Association Business Law Section, Business and Corporate Litigation Committee Newsletter; member, American Bar Association Business Law Section, Securities Litigation Subcommittee; Community Engagement Board Member, Women’s Resource Center to End Domestic Violence; Member, Women Securities Litigation Network; Member, Young Lawyers Division, State Bar of Georgia.

• Experience

Bianca is an associate with the business litigation and securities litigation practices. She has experience litigating complex business disputes in state and federal courts across the U.S. as well as in alternative dispute resolution forums. Bianca focuses on representing companies and their officers and directors in securities class actions, shareholder derivative suits, M&A litigation, corporate governance disputes, and SEC enforcement actions and government investigations.

SESSION 1 – AI-Washing on Trial: Defense Strategies for Securities Litigation and Enforcement Risk | 1:00pm – 2:00pm

A central focus of the panel is the ongoing increase in AI-related disclosure litigation and enforcement, known as “AI-washing.” Such filings allege that companies compete for business under AI-related marketing and promotion without building the underlying technological infrastructure and process implied in their public facing materials. Plaintiffs allege that when public companies misattribute revenue growth, operational efficiency, product accuracy or market superiority to underlying artificial intelligence architecture, they raise their risk exposure proportionally to the degree that claims are overstated or lack objective validity.

This session examines the defense side of AI-related securities fraud litigation, with a focus on AI-washing class actions, emerging pleading theories, and the doctrinal tools available to defeat claims at the motionto-dismiss stage. The program will analyze how courts are separating actionable misstatements from corporate optimism, technical imprecision, and non-actionable puffery. It will also address why many AI-related securities claims falter on scienter, particularly where plaintiffs rely on inference rather than particularized facts showing knowledge or recklessness. Participants will consider the liability risks created by undisclosed human involvement in allegedly automated processes, the role of short-seller reports in loss causation, and the current SEC and DOJ enforcement posture. The session will provide defense counsel with a practical framework for auditing AI-related disclosures, developing dismissal arguments, and advising clients on enforcement response and cooperation strategy.

BREAK | 2:00pm – 2:10pm

SESSION 2 – Drafting Defensible AI Disclosures: Lessons from Law Firm Risk Management, Governance, and Public Company Filings | 2:10pm – 3:10pm

AI-related disclosure risk begins long before litigation and often before a public statement is ever drafted. As companies increasingly reference artificial intelligence in SEC filings, earnings calls, investor presentations, and public marketing, legal departments must ensure that those statements accurately reflect operational reality and can withstand regulatory, shareholder, and litigation scrutiny.

Drawing on lessons from counseling law firms on AI governance, professional responsibility, internal controls, and risk management, this session examines how securities counsel can build defensible disclosure practices from the inside out. The same principles, based on the Rules of Professional Conduct, that help law firms manage AI risk with limited guidance from the Courts and Bar: clear policies, defined approval authority, documented diligence, cross-functional oversight, and alignment between stated practices and actual conduct, also provide a practical framework for reducing AI-washing risk in public company communications.

The program will explore how to evaluate the materiality of AI initiatives; draft balanced disclosures concerning AI capabilities, limitations, dependencies, and risks; coordinate review among legal and business teams; and establish governance processes that support accurate and defensible public statements. Participants will leave with practical drafting techniques, internal review protocols, and disclosure-control frameworks designed to reduce regulatory exposure and strengthen the defense of future securities claims, all tethered to the Rules of Professional Conduct.