Kerry Berchem

Kerry Berchem

Akin Gump Strauss Hauer & Feld LLP

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Defining Diversity

In 1970, Helen Reddy secured a record contract. Then, she changed music and helped to shape and define the women’s movement in the ’70s by recording 10 new songs, one of which was the iconic and enduring “I Am Woman,” which...more

2/2/2016 - Board of Directors Diversity Mary Jo White Ontario Securities Commission SEC

Top 10 Topics for Directors in 2016: Proxy Access

Proxy Access - 2015 was a turning point for shareholder proposals seeking to implement proxy access, which gives certain shareholders the ability to nominate directors and include those nominees in a company’s proxy...more

2/2/2016 - CalPERS CalSTRS Institutional Investors Proxy Access Rule 14a-8(i)(9) Shareholder Proposals TIAA CREF Vanguard

Top 10 Topics for Directors in 2016: Executive Compensation

Executive and Director Compensation - Perennially in the spotlight, executive compensation will continue to be a hot topic for directors in 2016. But this year, due to the SEC’s active rulemaking in 2015, directors will...more

1/26/2016 - Board of Directors Corporate Governance Dodd-Frank Executive Compensation SEC

Top 10 Topics for Directors in 2016: Audit Committees

Audit Committees - Averaging 8.8 meetings a year, audit continues to be the most time-consuming committee.i Audit committees are burdened not only with overseeing a company’s risks, but also a host of other...more

1/18/2016 - Audit Committee Board of Directors Corporate Governance IRS SEC

Top 10 Topics for Directors in 2016: Risk Management

Risk Management - Risk management goes hand in hand with strategic planning — it is impossible to make informed decisions about a company’s strategic direction without a comprehensive understanding of the risks involved....more

1/15/2016 - Board of Directors Corporate Governance Risk Management

Top 10 Topics for Directors in 2016: Cybersecurity

Cybersecurity - Nearly 90 percent of CEOs worry that cyber threats could adversely impact growth prospects, up from nearly 70 percent the previous year. Yet, in a recent survey, nearly 80 percent of the more than 1,000...more

1/15/2016 - Board of Directors Corporate Governance Cybersecurity Popular Risk Management

Top 10 Topics for Directors in 2016: M&A Developments

M&A Developments - M&A activity has been robust in 2015 and is on track for another record year. According to Thomson Reuters, global M&A activity exceeded $3.2 trillion, with almost 32,000 deals during the first three...more

1/15/2016 - Acquisitions Board of Directors Corporate Governance Mergers

Top 10 Topics for Directors in 2016: Board Composition and Succession Planning

Board Composition and Succession Planning - Boards have to look at their composition and make an honest assessment of whether they collectively have the necessary experience and expertise to oversee the new opportunities...more

1/15/2016 - Board of Directors Corporate Governance Succession Planning

Top 10 Topics for Directors in 2016: Social Media

Social Media - Companies that ignore the significant influence that social media has on existing and potential customers, employees and investors do so at their own peril. Last quarter, Facebook reported daily active...more

1/15/2016 - Board of Directors Corporate Governance Facebook Online Reputation Reputation Management Social Media Twitter

Top 10 Topics for Directors in 2016

Top 10 Topics for Directors in 2016 U.S. public companies face a host of challenges as they enter 2016. Here is our annual list of hot topics for the boardroom in the coming year... Please see full Alert below for more...more

12/31/2015 - Audit Committee Board of Directors Corporate Governance Cybersecurity Shareholder Activism

Top 10 Topics for Directors in 2016: Shareholder Activism

Shareholder Activism - Shareholder activism and “suggestivism” continue to gain traction. With the success that activists have experienced throughout 2015, coupled with significant new money being allocated to activist...more

12/23/2015 - Audit Committee Board of Directors Corporate Governance Cybersecurity Proxy Access Shareholder Activism Strategic Planning

Top 10 Topics for Directors in 2016: Strategic Planning Considerations

Strategic Planning Considerations - Strategic planning continues to be a high priority for directors and one to which they want to devote more time.i Figuring out where the company wants to — and where it should want to...more

12/18/2015 - Climate Change Corporate Governance Corporate Social Responsibility Oil & Gas Strategic Planning

ISS and Glass Lewis Update their Proxy Voting Guidelines for 2016 Proxy Season

Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis each have released updates to their policies that outline how they will form recommendations to shareholders on how they should vote on governance,...more

12/2/2015 - Corporate Governance Glass Lewis ISS Proxy Season Proxy Voting Guidelines Publicly-Traded Companies Shareholder Proposals

SOS: Do Not Let ISS Go Overboard

Institutional Shareholder Services, Inc. (ISS) employs a lot of very smart people with great intentions, but sometimes, they just need help. ...more

11/4/2015 - Board of Directors Directors ISS Overboarding Publicly-Traded Companies

What Price Love?

Apparently, about $1 million if you are the CEO of Johnson Controls, Inc. At least, that is one possible takeaway from the action of the board of directors of Johnson Controls with respect to the behavior of its CEO, Alex...more

2/13/2015 - Board of Directors C-Suite Executives CEOs Corporate Counsel Executive Compensation Proxy Statements

Top 5 Delaware Case Developments in 2014 for M&A Practitioners

In this analysis: - Introduction - MFW standard applied - Control explained - Indemnification tested - Revlon and fiduciary duties examined - Delaware reaches out - Excerpt...more

2/9/2015

Top 10 Topics for Directors in 2015: Explore New Trends in Reducing Corporate Health Care Costs

The increasing cost of healthcare is a significant concern for companies that provide health care benefits to their employees. With certain key provisions of the Patient Protection and Affordable Care Act, more commonly known...more

2/4/2015 - Affordable Care Act Board of Directors Corporate Management Corporate Officers Employee Benefits Employer Group Health Plans Employer Mandates Health Insurance Strategic Planning Wellness Programs

Corporate Renewable Energy Buyers’ Principles Highlight the Promise of Consumer/Utility Collaboration in Renewable Power...

As we wrote earlier this year, end-use corporate energy consumers large and small are increasingly turning to distributed power generation using solar, wind and other technologies to reduce purchased power costs and price...more

7/25/2014 - Corporate Social Responsibility Electricity Energy Renewable Energy Solar Energy Utilities Sector Wind Power

2014 Changes to Delaware Corporate Law

Earlier this month, several significant amendments to the Delaware General Corporation Law (the DGCL) were approved. These amendments are substantially the same as the amendments originally proposed in April 2014 and will...more

7/24/2014 - Board of Directors Delaware General Corporation Law Directors New Amendments Shareholders Written Consent

Second Bite at the Apple

As reported (see link below), Apple has appointed a second woman to its board of directors. Sue Wagner is a co-founder of Blackrock with a strong background in finance and M&A across various global markets. She is replacing...more

7/22/2014 - Apple Board of Directors

Serving as a Shareholder Representative is No Joke. . .

There is a saying that a man who serves as his own lawyer has a fool for a client. The same may be true for a fund that rushes to act as its own shareholder representative without thinking through the consequences....more

4/1/2014 - Shareholder Litigation Shareholders

In re MFW Decision Upheld by Delaware Supreme Court

Last week in Kahn v. M&F Worldwide Corp. (Del. March 14, 2014), the Delaware Supreme Court upheld the decision of the Court of Chancery in the In re MFW Shareholders Litigation (Del. Ch. May 29, 2013) case and also upheld the...more

3/18/2014 - Business Judgment Rule MFW Standard of Review Summary Judgment

Practice Tips for M&A Practitioners for 2014

Based on a number of cases decided by the Delaware courts in 2013, below we summarize practice tips regarding careful drafting of contractual provisions and complying with technical and statutory requirements....more

1/24/2014 - Attorney-Client Privilege Covenant of Good Faith and Fair Dealing Disclaimers Fiduciary Duty Fraud LLC Reverse Triangular Mergers

Top 5 Delaware Case Developments in 2013 for M&A Practitioners

During 2013, in addition to the important changes to the Delaware General Corporation Law (“DGCL”) and the Limited Liability Company Act, described here, the Delaware courts issued a number of decisions that have a direct...more

1/22/2014 - Board of Directors Business Judgment Rule CEOs Fairness Hearings Forum Selection Going-Private Transactions Minority Shareholders Preferred Shares Shareholders Standard of Review

An Apple, an Orange and Maybe a Kiwi a Day Keeps the Activist Away (and Makes for a Stronger Board)

With proxy season just around the corner, I would be remiss if I did not (once again) remind Nominating and Governance Committees that it is time, and it is not too late, for you mix it up a little . . . or a lot. Think fruit...more

1/16/2014 - Apple Board of Directors Corporate Governance Diversity Nominee Directors Sex Discrimination

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