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Recent Developments for Directors - August Edition

Last month, the SEC announced another enforcement action emphasizing the need for early disclosure of cybersecurity events. In the recent action, the company had taken three weeks to act on internal alerts of malware on its...more

Recent Developments for Directors - April 2024 Edition

SEC Wins “Shadow Trading” Case - The SEC notched a major win in its recent Panuwat case, described as the first-ever “shadow trading” enforcement action. After a biotech executive learned about his company’s imminent...more

Recent Developments for Directors - December 2023 Edition

On October 7, 2023, California Governor Gavin Newsom signed into law two statutes that will require certain companies doing business in California to disclose their GHG emissions (SB 253) and climate-related financial risk...more

Recent Developments for Directors - October 2023 Edition

SEC Adopts Final Rules on Cybersecurity Disclosures - The SEC has adopted rules requiring companies to provide disclosure within four business days of determining that a material cybersecurity incident has occurred, and...more

SPAC-Related Enforcement and Litigation: What to Expect in 2022

Recent statements by regulators and new court decisions signal continued scrutiny of SPACs and operating companies going public through de-SPAC mergers. Key Points: ..The SEC has indicated that it will continue its...more

Delaware Court Applies Entire Fairness Standard to MultiPlan de-SPAC

The decision adopts enhanced scrutiny of director fiduciary duties for de-SPAC transactions, but suggests dismissal may be appropriate when stockholders exercise redemption rights on a fully informed basis. On January 3,...more

ESG in 2022: 10 Things to Look Out For

Corporate reporting (including SEC developments), climate change,  energy transition, supply chain management, and the mitigation of ESG-related litigation risk are expected to be the leading ESG themes of this year. As...more

Securing a Successful SPAC Sale - What PE Firms Need to Know

The recent rise to prominence of SPACs provides private equity portfolio companies an alternative method for stock exchange listing and access to the capital markets. Special purpose acquisition companies (SPACs) have...more

PE Views: Insights on the World of Private Equity - December 2020

Emerging companies have historically been backed by venture capital funds, but as Europe’s startup scene matures, involvement by more traditional private equity investors is growing, particularly in the tech, consumer, and...more

The ABCs of ESG: How Are Companies Going Beyond the Basics? [Video]

Environmental, social, and governance (ESG) issues continue to rise in importance for global companies, a trend driven by investors, employees, customers, and other stakeholders. How are companies approaching ESG risks and...more

Considerations for REITs in Adopting a Poison Pill in Response to the COVID-19 Crisis

REIT management and boards of directors should review their defensive profile and consider whether to prepare a rights plan. Key Points: ..Unprecedented market volatility and investor uncertainty due to the coronavirus...more

Proactively Adopting a Poison Pill in Response to the COVID-19 Crisis

Tailored considerations for boards of directors and management in the current environment. Key Points: ..Hostile takeover activity and stockholder activism often correspond with or follow periods of extreme market...more

Directors, Take Note: ESG Can Drive Value in 2020

The message that environmental, social, and governance issues can drive stockholder value resonates ever more clearly today. In 2017, Latham lawyers discussed how directors can use environmental, social, and governance...more

Spin-offs Unraveled: Complex ‘IPOs’ With a Sophisticated Tax Overlay - Key Considerations When Spinning Off a Business Segment or...

In a spin-off, a public company separates one or more of its businesses into new, publicly traded companies. For the public company that initiates it, a spin-off can achieve a number of critical business and financial...more

3 Steps FPI Directors Can Take to Oversee Related-Party Transactions

Developing a process for foreign private issuers to pursue frequently beneficial business opportunities. Investors and regulators in the current corporate governance environment have increased their focus on companies’...more

Proxy Access–Making Sure You are Prepared for the 2016 Proxy Season - Update

UPDATE (October 29, 2015): On October 22, 2015, the Staff of the Securities and Exchange Commission’s Division of Corporate Finance issued Staff Legal Bulletin No. 14H1, clarifying when a company may exclude a shareholder...more

Proxy Access–Making Sure You are Prepared for the 2016 Proxy Season

As the 2016 proxy season approaches, every public company should consider its position on proxy access and should have a plan for responding to a shareholder proxy access proposal. Based on lessons learned from the 2015...more

Midstream MLP Merger Mania Maintains Momentum

The market’s notable uptick in MLP-to-MLP M&A activity, often preceded by an acquisition of the target MLP’s general partner, follows a trend we recently identified. At least five MLP M&A transactions have been...more

Four Trends in Master Limited Partnership M&A in 2014

MLP merger and acquisition activity can take a number of different forms to unlock value for sponsors and unitholders. Background - In the first half of 2014, master limited partnership (MLP) mergers and...more

6 Oilfield Services Trends In Unconventional Resources

North American drilling and production activity is increasing service and technology demands and leading to shifts in capital markets and M&A transactions. North America continues to be one of the largest oil and gas...more

Master Limited Partnership Year in Review: 10 MLP Observations from 2013

Last year’s surge in MLP activity likely will continue as investors grow increasingly familiar with the structure and its benefits. 2013 was a year of unprecedented growth in the number of publicly traded MLPs, as well...more

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