Marc S. Gerber

Marc S. Gerber

Skadden, Arps, Slate, Meagher & Flom LLP

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Privacy & Cybersecurity Update - April 2016

In this edition of our Privacy & Cybersecurity Update, we examine changes to EU privacy and data protection laws, new state laws addressing data breach notifications, Congress' review of cyber insurance, and recent court...more

5/3/2016 - Class Action Commercial General Liability Policies Corporate Counsel Cyber Insurance Cybersecurity Data Breach Encryption EU EU-US Privacy Shield FTC Future Harm General Data Protection Regulation (GDPR) Mobile Health Apps Notice Requirements Standing State Data Breach Notification Statutes Young Lawyers

Privacy & Cybersecurity Update - March 2016

In this edition of our Privacy & Cybersecurity Update, we examine the FCC's proposed privacy rules for broadband providers; new developments relating to the Privacy Shield, which was created to replace the U.S.-EU Safe Harbor...more

4/4/2016 - CFPB Cyber Insurance Cybersecurity Data Protection Authority Data Security Department of Defense (DOD) EU EU-US Privacy Shield FCC Internet Service Providers (ISPs) IRS Phishing Scams Privacy Policy US-EU Safe Harbor Framework

"Privacy & Cybersecurity Update - Historic New 'Privacy Shield' Agreement to Replace EU-US Safe Harbor"

Two days after the original January 31 deadline, the European Union and United States have announced a replacement for the Safe Harbor agreement — the EU-U.S. Privacy Shield — which, if approved, will provide a new framework...more

2/3/2016 - Article 29 Working Party (WP29) Data Protection EU EU Data Protection Laws EU-US Privacy Shield FTC International Data Transfers Ombudsman Personal Data Safe Harbors

"US Corporate Governance: Have We Crossed the Rubicon?"

The general themes on the corporate governance front — shareholder activism, governance activism, scrutiny of board composition, concerns regarding board oversight of risk management, director-shareholder engagement — remain...more

1/19/2016 - Board of Directors Corporate Governance Proxy Access Rule Risk Management SEC Shareholder Activism

"Planning for the 2016 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2016 annual meeting and reporting season. We have prepared a checklist of essential areas we believe companies should focus on as they plan for 2016, including...more

12/12/2015 - Annual Meeting Conflict Mineral Rules Corporate Governance Disclosure Requirements Dodd-Frank Executive Compensation ISS PCAOB Proxy Season Proxy Voting Guidelines Reporting Requirements Say-on-Pay SEC Section 162(m) Shareholder Proposals

Privacy & Cybersecurity Update - November 2015

Consumer Electronics Association Releases Best Practices For Privacy and Security of Personal Wellness Data - In late October 2015, the Consumer Electronics Association released guiding principles governing the...more

11/30/2015 - Actual Injuries CEA Cybersecurity Do Not Track EU Data Protection Laws FCC Financial Services Industry FTC International Data Transfers Privacy Concerns US-EU Safe Harbor Framework

"Glass Lewis Issues 2016 US Proxy Policy Guidelines"

Proxy advisory firm Glass Lewis recently issued its U.S. voting policy guidelines for the 2016 proxy season. The guidelines include a few key changes, a summary of which is outlined below. Conflicting Shareholder...more

11/23/2015 - Board of Directors Conflicting Proposals Corporate Social Responsibility Director Nominations Exclusive Forum Executive Compensation Glass Lewis Proxy Advisors Proxy Voting Guidelines Publicly-Traded Companies SEC Shareholders

Privacy & Cybersecurity Update - October 2015

In this edition of our Privacy & Cybersecurity Update, we discuss what companies need to know in the wake of the EU Court of Justice's rejection of the U.S.-EU Safe Harbor framework and take a look at the following important...more

11/3/2015 - CISA Cybersecurity Data Protection Data Protection Authority ECPA EU Data Protection Laws International Data Transfers Mobile Apps New Legislation Personal Data Popular Privacy Policy Safe Harbors Schrems v Data Protection Commissioner US-EU Safe Harbor Framework VPPA

"SEC Staff Issues New Shareholder Proposals Guidance"

The Division of Corporation Finance of the U.S. Securities and Exchange Commission (Staff) recently published Staff Legal Bulletin No. 14H (SLB), which provides important new guidance for companies that may receive...more

10/29/2015 - Conflicting Proposals Manager Proposals New Guidance No-Action Requests Ordinary Business Exception Proxy Season Rule 14a-8(i)(7) Rule 14a-8(i)(9) SEC Shareholder Proposals Wal-Mart

"Key Takeaways: Proxy Access - Latest Developments"

On September 17, 2015, Skadden presented a webinar titled “Proxy Access: Latest Developments.” The panelists were Art Crozier, Chairman of Innisfree M&A Incorporated; Mike Garland, Assistant Comptroller for Corporate...more

10/7/2015 - Board of Directors Continuous Holder Requirement Director Nominations ISS Proxy Access Proxy Access Rule Proxy Season SEC Shareholder Proposals Shareholder Votes Stock Ownership

Privacy & Cybersecurity Update - August 2015

Third Circuit Affirms FTC’s Authority Over Cybersecurity: In the Wyndham case, the Third Circuit affirmed that the FTC has the authority to regulate cybersecurity under Section 5 of the FTC Act, and that the language of...more

9/2/2015 - Administrative Authority Automobile Recall Brokers Compliance Connected Cars Cyber Insurance Cybersecurity Data Breach Data Collection Data Security FTC FTC v Wyndham Hackers Metadata NSA Privacy Concerns Safe Harbors Section 5 Settlements Target Technology Unfair or Deceptive Trade Practices Visa Inc Wyndham

"SEC Adopts CEO Pay Ratio Disclosure Requirements"

On August 5, 2015, in a 3-2 vote, the U.S. Securities and Exchange Commission (SEC) adopted final rules implementing the controversial “CEO pay ratio” disclosure requirements that were proposed in 2013 and mandated by...more

8/7/2015 - CEOs Compensation Agreements Compliance Disclosure Requirements Dodd-Frank Exclusions Executive Compensation Pay Ratio SEC

Privacy & Cybersecurity Update - July 2015

Seventh Circuit Decision May Make It Easier for Class Action Plaintiffs to Establish Standing in Data Breach Cases - The Seventh Circuit has issued a decision that could make it much easier for class action plaintiffs to...more

8/4/2015 - Attorney Generals Class Action Cyber Attacks Cyber Insurance Cybersecurity Data Breach Data Security FCC FFIEC FTC Identity Theft Personal Data Security Risk Assessments Standing TCPA

"SEC Considers Possible Revisions to Audit Committee Disclosures"

On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) issued a concept release soliciting public comment on possible revisions to its existing disclosure requirements related to audit committees. The release...more

7/10/2015 - Audit Committee Auditors Audits Disclosure Requirements PCAOB SEC

"SEC Proposes Long-Awaited Mandatory Compensation Clawback Rules"

On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) issued long-awaited proposed rules that would implement the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Wall Street Reform...more

7/3/2015 - Clawbacks Disclosure Requirements Dodd-Frank Executive Compensation Financial Reporting Incentive Compensation SEC Shareholders

Privacy & Cybersecurity Update - June 2015

In This Issue: - USA Freedom Act Brings Changes to Surveillance Program - Connecticut Enacts Bill Imposing Tighter Data Security Obligations - Pennsylvania Court Dismisses Data Breach Negligence...more

7/1/2015 - Cyber Insurance Cybersecurity Data Breach EU EU Data Protection Laws Negligence New Legislation Security and Privacy Controls Surveillance USA Freedom Act

"Proxy Access: The 2015 Proxy Season and Beyond"

Although the 2015 annual meeting season is still winding down, there is no doubt that proxy access has gained considerable momentum and will remain a front-and-center corporate governance issue for the foreseeable future. For...more

6/24/2015 - Board of Directors Corporate Governance Institutional Investors Proxy Access Rule Proxy Season Shareholder Proposals Shareholders

Privacy & Cybersecurity Update - May 2015

In This Issue: - Second Circuit Rules Patriot Act Does Not Authorize Bulk Metadata Collection; Congress Reconsiders Certain Patriot Act Authorities - SEC Issues Cybersecurity Guidance for Investment Companies...more

6/2/2015 - Broadband Commercial Bankruptcy Customer Lists Cyber Crimes Cybersecurity Data Breach Data Collection Enforcement FBI FCC FTC Insurance Litigation Internet of Things Investment Adviser Investment Funds Jurisdiction Online Privacy Protection Act Patriot Act Personally Identifiable Information Privacy Laws RadioShack SEC

"Fairness of Director Awards Granted Under Market-Standard Equity Plans Comes Under Increased Scrutiny"

A Delaware court opinion issued late last week may subject equity grants to directors to increased judicial scrutiny (Calma v. Templeton, No. 9579-CB (Del. Ch. Apr. 30, 2015)). In Calma, the Chancery Court denied the...more

5/6/2015 - Director Compensation Directors Equity Plans Executive Compensation Fiduciary Duty Grants Heightened Scrutiny Motion to Dismiss Restricted Stocks Shareholders Standard of Review Unjust Enrichment Waste

"SEC Proposes New Rules for Pay-Versus-Performance Disclosure"

On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) proposed new rules that would require companies to disclose the relationship between the compensation actually paid to named executive officers (NEOs) and...more

5/5/2015 - Disclosure Requirements Dodd-Frank Executive Compensation Form 10-K Pay-for-Performance Proxy Statements SEC Total Shareholder Return (TSR) XBRL Filing Requirements

Privacy & Cybersecurity Update - April 2015

In This Issue: - DOJ Issues Cyber Preparation and Response Guidance - RadioShack’s Plan to Auction Customer Data Highlights Issues Over Treatment of Such Data as an Asset - Google v. Vidal-Hall and...more

5/3/2015 - Commercial Bankruptcy Customer Lists Cyber Attacks Cyber Insurance Cybersecurity Data Breach Data Privacy DOJ FCC Financial Services Authority Google Hulu Information Sharing NAIC Popular RadioShack Third-Party Video Privacy Protection Act

"Wal-Mart Wins Appeal of Shareholder Proposal Decision"

The U.S. Court of Appeals for the Third Circuit issued a decision on April 14, 2015 that reversed a U.S. District Court opinion and vacated a permanent injunction that would have required Wal-Mart Stores, Inc. to include a...more

4/16/2015 - Appeals Board of Directors Corporate Governance Ordinary Business Exception Permanent Injunctions Proxy Statements Reversal SEC Securities Exchange Act Shareholder Proposals Wal-Mart

"Annual Meeting Proxy Statement Filing Reminders"

Following are a few points to consider when preparing proxy statement materials for filing with the U.S. Securities and Exchange Commission (SEC) in connection with annual shareholder meetings....more

4/1/2015 - Annual Meeting Annual Reports EDGAR Filing Requirements Form 10-K Form 8-K Proxy Materials Proxy Solicitations Proxy Statements SEC Shareholder Meetings

Privacy & Cybersecurity Update - February 2015 (Updated)

In This Issue - White House Releases Proposed Privacy Legislation - Lessons from the Anthem Data Breach - SEC and FINRA Release Results of Industrywide Cybersecurity Examination Sweeps - COSO Releases Report on...more

3/2/2015 - Anthem Blue Cross Automotive Industry Big Data COSO Cybersecurity Data Breach FINRA Information Sharing Insurance Industry Obama Administration Popular SEC

"SEC Proposes New Rules on Hedging Policy Disclosures"

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) released proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). Dodd-Frank amended Section...more

2/16/2015 - CD&A Corporate Officers Directors Disclosure Requirements Dodd-Frank Emerging Growth Companies Employees Hedging Item 402(b) Proxy Statements Regulation S-K SEC Section 14(j) Securities Exchange Act

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