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ISS, Glass Lewis, And Now Nasdaq – Board Diversity Is Here

On December 1, 2020, the Nasdaq Stock Market LLC (“Nasdaq”) proposed to adopt listing rules related to board diversity after determining that the national market and the public interest would benefit from a regulatory...more

Capital Markets Embrace A Novel Corporate Form

In 2013, Delaware passed legislation adopting a new corporate form, the public benefit corporation (PBC), with a view to allowing directors of for-profit corporations to take actions not just in pursuit of stockholder...more

New California Law To Require Representation From “Underrepresented Communities” On Boards Of Public Companies Headquartered In...

California’s Assembly Bill (“AB”) 979 is set to make waves both within the state and across the country as a groundbreaking new law that would require companies to diversify their boards and reserve seats for directors from...more

Recent Changes In Human Capital And D+I For Public Companies

On August 26, 2020, the Securities and Exchange Commission (SEC) announced, as part of its ongoing initiative to modernize Regulation S-K disclosure, amendments that add human capital resources as a separate disclosure topic,...more

SASB And GRI Team Up To Tackle The Opaque Landscape Of ESG Reporting

The year 2020 was already predicted to be a year of heightened focus on environmental, social, and governance (ESG) topics for public companies—and that was before the COVID-19 pandemic and widespread protests galvanized by...more

Coronavirus (COVID-19): U.S. SEC And States Provide Further Relief For Upcoming Annual Shareholder Meetings

In light of the public health and safety concerns raised by COVID-19, companies have been considering changes to their typical annual shareholder meeting procedures, including changes to the date, time, or location of the...more

Coronavirus (COVID-19): Preparing For Form 8-K Disclosures

As the scale of the COVID-19 pandemic continues to expand, and government responses to and economic effects of the pandemic evolve, companies have had to grapple in real time with what, when, and how to communicate about the...more

SEC Section 21(a) Report Focuses on Cyber Threats and Internal Accounting Controls - Measures to Consider Taking to Mitigate Risk

The Securities and Exchange Commission’s October 16, 2018 Section 21(a) report focusing on public companies victimized by cyber-related attacks underscores the importance of devising and implementing proper internal...more

Nasdaq 20% Rule on Private Issuances Revised to Relax the Market Value Test

The SEC has recently approved an amendment to Nasdaq Rule 5635(d), which became effective on September 26, 2018, that modifies the circumstances in which listed companies must receive shareholder approval before they can...more

In Delaware, Privilege Goes to the Buyer -- Court Finds Buyer Controls Attorney-Client Privilege over Seller’s Pre-Closing...

The Delaware court of chancery held recently that control over a target company’s attorney-client privileged communications, including communications between the target company’s counsel and its pre-merger stockholders,...more

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