Marc S. Gerber

Marc S. Gerber

Skadden, Arps, Slate, Meagher & Flom LLP

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"Key Takeaways: Corporate Governance Series — Preparing for the Shareholder Proposal Season"

On November 16, 2016, Skadden hosted a webinar titled “Preparing for the Shareholder Proposal Season.” The panelists were Amy Borrus, deputy director of the Council of Institutional Investors (CII); Skadden M&A and corporate...more

12/3/2016 - Board of Directors Bylaws Corporate Governance Independent Directors ISS Proxy Access Proxy Season Shareholder Proposals Special Meetings Universal Proxy Cards Written Consent

"Privacy & Cybersecurity Update - November 2016"

In this month's Privacy & Cybersecurity Update, we review an 11th Circuit case involving the longstanding battle between the FTC and medical company LabMD, recent NIST guidelines for securing devices connected to the...more

12/2/2016 - Administrative Appeals Appeals China Critical Infrastructure Sectors Cybersecurity Cybersecurity Laws Data Breach Data Security FTC FTC Act Geo-Blocking LabMD LinkedIn NIST Russia Section 5 Third-Party Service Provider Unfair or Deceptive Trade Practices

"SEC Proposes Rule Amendments to Require Universal Proxy Cards"

On October 26, 2016, the U.S. Securities and Exchange Commission (SEC) voted 2-to-1 to propose amendments to the proxy rules that would require the use of universal proxy cards in contested elections. The proposed changes, if...more

10/28/2016 - Amended Rules Board of Directors Contested Elections Director Nominations Proposed Rules Proxy Materials Public Comment SEC Shareholder Votes Shareholders Universal Proxy Cards

"Privacy & Cybersecurity Update - September 2016"

In this edition of our Privacy & Cybersecurity Update, we examine the Sixth Circuit's decision to allow injury-in-fact to be established by alleging a "substantial risk of harm" in a data breach case, New York state's...more

10/3/2016 - Article III CFTC Class Action Commodities Corporate Counsel Cybersecurity Data Breach Data Protection Data Protection Authority EU EU-US Privacy Shield Financial Institutions Financial Markets Financial Sector FTC Germany International Data Transfers NIST NYDFS Personal Data Popular Standing UK Young Lawyers

Privacy & Cybersecurity Update: New York State Proposes Cybersecurity Regulation for Financial Institutions

New York state has proposed a new regulation — to go into effect January 1, 2017 — that would require banks, insurance companies and other financial services institutions regulated by the New York State Department of...more

9/15/2016 - Banks CISO Comment Period Covered Entities Cyber Attacks Cyber Crimes Cybersecurity Data Protection Data Retention Financial Institutions Financial Sector Gramm-Leach-Blilely Act Hackers HIPAA Insurance Industry NYDFS Popular Proposed Regulation Risk Assessment Risk Management

"Proxy Access: Highlights of the 2016 Proxy Season"

Encouraged by the success of proxy access proposals in the 2015 proxy season, shareholder proponents have submitted almost 200 proxy access shareholder proposals for 2016 annual meetings. As of mid-June, approximately 65...more

7/5/2016 - Bylaws Proxy Access Proxy Season SEC Shareholder Proposals

"Privacy & Cybersecurity Update - June 2016"

In this edition of our Privacy & Cybersecurity Update, we examine the impact of Brexit on EU data protection, court rulings on cyber insurance policy exclusions and coverage gaps, recent statements from the FTC and the...more

6/30/2016 - Banks Bonds Class Action Corporate Counsel Cyber Insurance Cybersecurity Data Breach Data Protection Data Protection Authority Electronic Health Record Incentives EU Data Protection Laws EU-US Privacy Shield Fashion Industry FFIEC Fraudulent Transfers FTC Germany Hackers Internet of Things Privacy Laws Spokeo v Robins Standing UK Brexit Young Lawyers

Privacy & Cybersecurity Update - May 2016

In this edition of our Privacy & Cybersecurity Update, we examine recent developments, including the U.S. Supreme Court's holding in Spokeo that consumer plaintiffs must show "real harm" to sue in federal court, the EU data...more

6/3/2016 - Antitrust Violations Article III Breach Notification Rule Cyber Insurance Cybersecurity Data Breach Data Protection Commissioner EU-US Privacy Shield Injury-in-Fact Ireland Privacy Laws Risk of Loss SCOTUS Spokeo v Robins Standing Subrogation

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

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