In its 2023 report on trends in directors & officers (D&O) liability insurance policies, Allianz Global Corporate & Specialty highlighted risks associated with evolving ESG regulation and the increasing pace of climate change...more
Border to Coast Pension Partnership (the “Partnership”), a pension pool consisting of 11 UK local government pension schemes, announced that “[o]il majors and banks must make greater progress on climate pledges or risk losing...more
The United Nations Biodiversity Conference (COP15) ended in Montreal, Canada, on December 19, 2022 with a landmark agreement to protect at least 30% the planet’s lands, inland waters, coastal areas and oceans by 2030 (known...more
1/3/2023
/ Biodiversity ,
Board of Directors ,
Carbon Emissions ,
Climate Action Plan ,
Climate Change ,
COP ,
Corporate Issuers ,
Environmental Policies ,
Environmental Social & Governance (ESG) ,
Environmental Summit ,
Greenhouse Gas Emissions ,
Infrastructure ,
United Nations
I. Introduction -
Companies are increasing pressure to address environmental, social, and governance (“ESG”) issues. ESG topics have taken center stage in boardrooms, with regulatory agencies, and in the media. ...more
On August 6, 2021, the Securities and Exchange Commission (“SEC”) issued an order approving proposed rule changes submitted by The Nasdaq Stock Market LLC (“Nasdaq”) to adopt listing rules related to board diversity. ...more
8/11/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
Despite being one of the more well-known doctrines in corporate law, the rule articulated in Blasius—that directors who act with the primary purpose of interfering with a stockholder vote must have a compelling justification...more
7/13/2021
/ Board of Directors ,
Business Disputes ,
Contested Elections ,
Corporate Deadlock ,
Corporate Governance ,
Entire Fairness Standard ,
Shareholder Votes ,
Standard of Review ,
Stock Sale Agreements ,
Stockholders' Meetings ,
Voting Rights
On March 28, 2018, in In re Tesla Motors, Inc. Stockholder Litigation, the Delaware Court of Chancery denied a motion to dismiss a lawsuit brought by stockholders of Tesla Motors, Inc. (“Tesla” or the “Company”)....more
4/16/2018
/ Board of Directors ,
Breach of Duty ,
Business Litigation ,
Controlling Stockholders ,
Elon Musk ,
Entire Fairness Standard ,
Fiduciary Duty ,
Minority Shareholders ,
Motion to Dismiss ,
Popular ,
Shareholder Litigation ,
SolarCity ,
Tesla