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Corporate Counsel Corporate Governance

Hogan Lovells

Wagner v. BRP: The Court of Chancery extends its Moelis stockholders agreement jurisprudence

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In Wagner v. BRP Group Inc., the Delaware Court of Chancery further developed its jurisprudence regarding the validity of stockholders agreements that vest significant control rights in minority stockholders instead of a...more

Skadden, Arps, Slate, Meagher & Flom LLP

EU Court Upholds Commission’s Power To Demand Data Held by Foreign Companies

In Nuctech Warsaw (T-284/24), the EU Court of Justice held that EU subsidiaries can lawfully be required to provide access to email accounts and data held by their overseas parent company. The ruling involved the following...more

Bond Schoeneck & King PLLC

Doing Business in New York Part 1: Being A New York Employer - Key Differences in Law That Incoming Businesses Need to Know

For existing businesses expanding operations into New York State for the first time, there are a myriad of legal idiosyncrasies to navigate. Businesses must proactively identify areas where a different approach is required to...more

Morrison & Foerster LLP

Occasional Activists: Shaping Corporate Governance in 2024

In our previous client alert, The Rise of the “Occasional Activist,” we discussed the increase in shareholder activism through 2022 by “occasional activists” – investors who are not funds dedicated to activist strategies or...more

Latham & Watkins LLP

European Commission Publishes FAQs on EU Corporate Sustainability Reporting Directive

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The FAQs aim to clarify key aspects of the CSRD, including the scope of the rules, compliance dates, and exemptions. On 7 August 2024, the European Commission (Commission) published a set of frequently asked questions...more

BCLP

CTA and Corporate Governance: A Quick Guide for Situations Where CTA Comes into Play

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The Corporate Transparency Act (“CTA”) was enacted by The U.S. Congress in January 2021 as a way to protect the United States financial system from being used for money laundering and other illicit activities....more

McDermott Will & Emery

DOJ Unveils Details of Corporate Whistleblower Awards Pilot Program

On August 1, 2024, the US Department of Justice’s (DOJ’s) Principal Deputy Assistant Attorney General of the Criminal Division, Nicole Argentieri, unveiled the highly anticipated details of DOJ’s Corporate Whistleblower...more

Wilson Sonsini Goodrich & Rosati

Significant Amendments to the Delaware General Corporation Law Are Set to Become Effective

On August 1, 2024, an extensive and important set of amendments to the Delaware General Corporation Law (the DGCL) will become effective. The amendments, which will apply both prospectively and retrospectively, were largely...more

Fenwick & West LLP

SEC v. SolarWinds: Court Dismisses the Majority of the SEC’s Securities Fraud Claims

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On July 18, Judge Paul Engelmayer of the Southern District of New York issued a lengthy order dismissing the majority of the SEC’s enforcement case against SolarWinds Corporation (SolarWinds) and its CISO, Timothy Brown. The...more

Cooley LLP

SEC Reporting Implications for Publicly Traded Companies Impacted by CrowdStrike Defective Software Update

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There are a number of US Securities and Exchange Commission (SEC) reporting implications arising from the server-related outages caused by CrowdStrike’s defective software update on July 19, 2024, and their impacts on public...more

Society of Corporate Compliance and Ethics...

Managing Social Media Risk

It’s not for nothing that there’s a year in the title of this blog post and podcast. Social media risks change frequently, explains Kortney Nordrum, VP, Regulatory Counsel & Chief Compliance Officer at Deluxe. She is the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Issues First Dismissal of a SPAC Disclosure Complaint

In January 2022, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a groundbreaking opinion in In re MultiPlan Corp. Stockholders Litigation that paved the way for SPAC stockholders to bring direct breach of...more

Hogan Lovells

EU adopts first of its kind Nature Restoration Law

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In a surprising turn of events, the Council of EU Environment Ministers formally adopted on 17 June 2024, the much-contested EU Nature Restoration Law. The new Law sets specific, legally binding, targets and obligations for...more

Fenwick & West LLP

The Future of DEI Shareholder Proposals

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Following the death of George Floyd and the Black Lives Matter protests against racial inequity in 2020, many companies increased their commitments to diversity, equity and inclusion (DEI), as well as their external...more

Mayer Brown

OPEN Talks: In Conversation with ... Sarah Griffin, HSBC

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In this episode of OPEN Talks, our diversity, equity and inclusion podcast series, Louise Fernandes-Owen, Global PSL for the Employment & Benefits Group, meets Sarah Griffin, Head of Diversity, Equity and Inclusion for the...more

Skadden, Arps, Slate, Meagher & Flom LLP

AI-Enabled Compliance: Keeping Pace With the Feds

The potential for artificial intelligence (AI) to transform business has commanded enormous attention over the past year. Little noted, however, is the U.S. government’s increasing — and increasingly sophisticated — use of AI...more

Mayer Brown

UK corporate criminal liability: changes so far and changes coming – have you prepared?

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On 26 October 2023, the Economic Crime and Corporate Transparency Act 2023 (the "Act" or "EECTA")  received royal assent and became law. The Act introduced a number of changes, some of which came into effect immediately and...more

Holland & Knight LLP

CTA Heats Up with New FAQs, Government and Amicus Briefs and New Draft Legislation

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The Corporate Transparency Act (CTA) is the gift that keeps giving. As affected entities and their advisers struggle to determine whether they are subject to the beneficial ownership information (BOI) reporting provisions of...more

DirectEmployers Association

DE Talk | Diversity, Equity & Inclusion: Progress Amidst Opposition within Corporate, Political, & Social Spheres

2024 has brought forth many challenges for diversity and inclusion efforts, and at DirectEmployers’ recent Annual Meeting & Conference, we addressed those setbacks and emphasized the importance of progress amidst opposition....more

Farrell Fritz, P.C.

Stay in Your Lane! Delaware Court Invalidates Stockholder Agreement Provisions that Encroach on Board Authority

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There are generally two ways you can control a corporation.  One is by owning a majority of the stock, in which case you control the board of directors.  The other is to secure control contractually, through agreements and...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Climate Disclosure Rules: Your Questions Answered

The Securities and Exchange Commission’s climate-related disclosure rules pose a host of issues for companies. Below are answers from Skadden’s SEC Reporting and Compliance and Environmental Groups to some of the questions...more

Skadden, Arps, Slate, Meagher & Flom LLP

Broad Reforms to China’s Company Law Will Affect Most PRC Companies

On December 29, 2023, China enacted the amended Company Law of the People’s Republic of China (Amended PRC Company Law), which will come into effect on July 1, 2024. These are some of the most significant changes to the laws...more

A&O Shearman

Market Check: Lessons from The Activision-Microsoft Merger

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On February 29, 2024, the Delaware Court of Chancery issued an opinion on Sjunde AP-Fonden v. Activision Blizzard1 (“Opinion”) that called into question established market practices for mergers, including (i) the process for...more

PilieroMazza PLLC

Federal Judge Orders Minority Business Development Agency to Serve All Business Owners Regardless of Race

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On March 5, 2024, a federal judge ordered the Department of Commerce’s Minority Business Development Agency (MBDA) to immediately stop considering a business owner’s race or ethnicity in determining whether an applicant may...more

ArentFox Schiff

Airline 401k Decision Illustrates Continued Takeoff of ESG Litigation

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A Texas federal judge recently permitted an environmental, social, and governance- (ESG) related Employee Retirement Income Security Act (ERISA) case filed by an airline pilot against his employer and its benefits plan to...more

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