Ed Batts

Ed Batts

Orrick, Herrington & Sutcliffe LLP

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The Delaware Plaintiff’s Bar Mines a New Vein of Liability: Limits on Director Compensation

Compensation committees composed of independent outside directors were created as the check-and-balance guardians against management compensation engorgement. But as the Roman philosopher Cicero famously posed, “Who guards...more

9/1/2016 - Board of Directors Business Judgment Rule Conflicts of Interest Controlling Stockholders Corporate Counsel Corporate Governance Director Compensation Disclosure Requirements Facebook Mark Zuckerberg Proxy Statements Publicly-Traded Companies

A Baker's Dozen of Blue Chip CEO's and Leading Investors Speak Out on Corporate Governance: What Else Can be Offered to the...

A most curious press release sprouted up amidst summer's hot growing season: 13 leaders of public companies and investing firms have put forth self-professed governance principles for public companies. (See...more

7/26/2016 - Asset Management Board of Directors Corporate Governance Corporate Structures Diversity Financial Reporting GAAP Non-GAAP Financial Measures Publicly-Traded Companies Stockholders' Meetings Voting Requirements

SEC Approves NASDAQ Golden Leash Disclosure

In the past couple of years, a relatively hot area of the sometimes rather lackluster world of bylaws amendments has centered on requiring candidates for election to a board of directors to disclose any compensation...more

7/22/2016 - Board of Directors Disclosure Requirements Dodd-Frank Executive Compensation Golden Leash Arrangements Nasdaq NYSE SEC Stock Exchange

Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs.

Over the past six months, U.S. legislators have engaged in an unusual burst of energy to introduce three separate bills regulating various areas affecting U.S. public company corporate governance: - The Cybersecurity...more

7/20/2016 - Business Model Conflicts of Interest Corporate Counsel Corporate Governance Cybersecurity Disclosure Requirements Filing Requirements Glass Lewis Hedge Funds Investors ISS Proposed Legislation Proxy Advisors Publicly-Traded Companies Registration Schedule 13D SEC

ValueAct Settlement Marks Record Penalty in Heightened Agency Efforts Against HSR Act Violations

Where is the line drawn between acquisitions of securities made “solely for the purpose of investment” on one hand, and influencing control, thereby requiring regulatory approval, on the other hand? That is the central...more

7/18/2016 - Acquisitions Baker Hughes DOJ Exemptions FTC Halliburton Hart-Scott-Rodino Act Investment Firms Mergers Oil & Gas Premerger Notifications Reporting Requirements Securities Settlement Agreements Waiting Periods

Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs

Over the past six months, U.S. legislators have engaged in an unusual burst of energy to introduce three separate bills regulating various areas affecting U.S. public company corporate governance...more

7/8/2016 - Corporate Governance Cybersecurity Disclosure Requirements Filing Requirements Glass Lewis Investors ISS Proposed Regulation Proxy Advisors Publicly-Traded Companies Registration Requirement Schedule 13D SEC

Cybersecurity, Boards and Cyber-Board “Experts”: Caution Should Rule

A continuing frequent question from public companies is how a board should be constituted to oversee cybersecurity. Many public companies foist this additional burden on the audit committee. Those large enough to have a...more

5/20/2016 - Board of Directors Cybersecurity Delaware General Corporation Law Fiduciary Duty Proposed Legislation Publicly-Traded Companies

Cybersecurity, Boards and Cyber-Board "Experts": Caution Should Rule

A continuing frequent question from public companies is how a board should be constituted to oversee cybersecurity. Many public companies foist this additional burden on the audit committee. Those large enough to have a...more

5/16/2016 - Board of Directors Business Judgment Rule CISO Corporate Governance Cybersecurity Data Protection Disclosure Requirements Fiduciary Duty NIST Popular Proposed Legislation

Orrick Alert: Congressional Move May Significantly Affect Activist Strategies - Schedule 13D: Congressional Move May Significantly...

In March, a group of Democratic senators introduced legislation, currently sitting with the Committee on Banking, Housing and Urban Affairs, to tame the purported disclosure skullduggery of activist investors...more

5/6/2016 - Activist Hedge Funds Disclosure Requirements Dodd-Frank Financial Markets Investment Proposed Legislation Schedule 13D SEC

2016 US Public Company Helpful Checklists

The Public Company short checklist has been update for 2016 information. Please see full Checklist below for more information. ...more

5/5/2016 - Filing Requirements Form 8-K Publicly-Traded Companies SEC

2016 Mergers and Acquisitions Helpful Checklists

The M&A short checklist has been update for 2016 information. Please see full Checklist below for more information. ...more

5/5/2016 - Acquisitions Delaware General Corporation Law Form 8-K Hart-Scott-Rodino Act Mergers Threshold Requirements

Schedule 13D: Congressional Move May Significantly Affect Activist Strategies

In March, a group of Democratic senators introduced legislation, currently sitting with the Committee on Banking, Housing and Urban Affairs, to tame the purported disclosure skullduggery of activist investors....more

5/4/2016 - Pending Legislation Schedule 13D SEC Shareholder Activism

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