News & Analysis as of

Corporate Governance Securities and Exchange Commission (SEC) Fiduciary Duty

DLA Piper

From Expert to Director: How to Navigate the Complexities and Scrutiny of Public Company Board Service

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Becoming a first-time director of a public company is a goal not easily achieved and can represent a significant personal and professional accomplishment, giving an individual a platform to share their expertise to help a...more

ArentFox Schiff

ESG Update: Two Court Decisions Highlight the Importance of the “G” in “ESG”

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ESG stands for “environmental, social, and governance.” Though often overlooked, two recent cases — Spence v. American Airlines and Exxon v. Arjuna Capital, LLC — focus on G’s place in the ESG initialism. Here, we break...more

Bass, Berry & Sims PLC

[Webinar] 5th Annual Corporate & Securities Counsel Public Company Forum - December 12th, 11:00 am - 3:00 pm CST

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Please join us for our 5th Annual Corporate & Securities Counsel Public Company Forum. This virtual half-day program will feature panel discussions focused on timely and practical guidance related to the latest developments...more

Hogan Lovells

Recent developments in ESG shareholder activism around the world and suggestions for risk mitigation

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Shareholder activism has always been a relevant issue for companies, but in recent years a new variety has emerged and taken hold in the form of ESG shareholder activism. In detail, the approaches and impact of ESG campaigns...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Clarifies Heightened Standard for Recovery of Attorneys’ Fees in Disclosure-Based Deal Litigation

In Anderson v. Magellan Health, Inc., No. 2021-0202, — A.3d —-, 2023 WL 4364524 (Del. Ch. July 6, 2023) (McCormick, C.), the Delaware Court of Chancery addressed the circumstances under which the Court will award a...more

Goodwin

SEC Brings Suit Against Owner of BitTorrent, Inc., and Settles Claims With Celebrity Endorsers of Certain Crypto Tokens

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On March 22, 2023, the US Securities and Exchange Commission (SEC) filed a complaint in US District Court for the Southern District of New York against Justin Sun, the owner of BitTorrent, Inc., a file-sharing platform; three...more

Latham & Watkins LLP

Delaware Chancery Court Extends Oversight Duties to Non-Director Corporate Officers

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Non-director officers may face liability for failing to properly oversee the corporation’s affairs and ignoring “red flags” within their “areas of responsibility.” Key Points: ..The McDonald’s Corporation’s response...more

Proskauer on Privacy

SolarWinds: A Lesson on How Companies Victimized by Data Breaches Can Quickly Become the Target of Litigation and Regulatory...

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In 2020, SolarWinds Corp., a company that provided information technology software to private and government entities, was the victim of a cybersecurity breach. Russian hackers are believed to have slipped malicious code...more

Sheppard Mullin Richter & Hampton LLP

California Court of Appeal Holds that a Corporation’s Direct Cause of Action for Breach of Fiduciary Duty is Legal Rather than...

In ZF Micro Solutions, Inc. v. TAT Capital Partners, Ltd., 2022 WL 4090879 (Cal. App. Aug. 8, 2022), the Fourth Appellate District of the California Court of Appeal decided, as a matter of first impression, that a...more

Barnea Jaffa Lande & Co.

Guide to the ESGI

The ESG Index (ESGI) represents the three key spheres that encompass responsible investments (or “green investments”)—Environmental, Social, and Governance. The responsible investments market has been rapidly gaining momentum...more

Society of Corporate Compliance and Ethics...

[Event] Regional Compliance & Ethics Conference - March 28th, Phoenix, AZ

Looking for compliance training and networking in your area? SCCE’s Regional Compliance & Ethics Conferences offer practitioners convenient, local compliance training, including updates on the latest news in regulatory...more

Skadden, Arps, Slate, Meagher & Flom LLP

What Exactly Is an Independent Director? (Hint: It’s More Complicated Than You Think)

Takeaways - Independence is neither a fixed condition nor a universal status for all purposes. Events and relationships can disqualify an otherwise independent director from participating in decisions.. No matter how pure a...more

Holland & Knight LLP

Recent Delaware Decision Highlights Heightened Board Oversight Requirements in Caremark Cases

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The Delaware Court of Chancery on Sept. 7, 2021, allowed a derivative stockholder lawsuit to proceed against The Boeing Company (Boeing), alleging that Boeing's board of directors breached their fiduciary duties by failing to...more

Conyers

SPAC Litigation: What Happens if the “Blank Check” Bounces?

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The demand for Special Purpose Acquisition Company (SPAC) formations in the Cayman Islands increased through the first quarter of 2021 following robust performance in 2020. Whilst the second quarter of 2021 has seen a...more

BCLP

As SPACs’ Popularity Explodes, Liability Risks Rise As Well

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Special purpose acquisition companies (“SPACs”), it seems, are everywhere.  SPACs have been around for decades, but use of a SPAC to take a company public without a traditional initial public offering (“IPO”) has recently...more

Proskauer - Corporate Defense and Disputes

Senate Republicans Attack NASDAQ’s Board Diversity Rule

On February 12, 2021, the Republican members of the Senate Committee on Banking, Housing, and Urban Affairs wrote a letter to the Acting Chair of the SEC bashing a recently proposed rule of Nasdaq that would promote corporate...more

Goodwin

ISS Publishes 2021 Proxy Voting Guidelines

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In the News. Institutional Shareholder Services (ISS) published its proxy voting guidelines updates for 2021, which include new and updated voting recommendations on federal forum and exclusive forum provisions in companies’...more

Mayer Brown Free Writings + Perspectives

Amendments to Proxy Rules

Yesterday, the Securities and Exchange Commission adopted amendments to the proxy rules.  ...more

Orrick, Herrington & Sutcliffe LLP

What's New in Corporate Governance and Securities Law - October 18, 2019

Corporate Governance and Securities Law Developments - Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance - On October 1, the Delaware Court of Chancery refused to dismiss a...more

Proskauer Rose LLP

SEC Identifies Policies, Procedures and Disclosures Related to Registered Investment Advisers’ Proxy Voting Responsibilities and...

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On August 21, 2019, the Securities and Exchange Commission issued two interpretive releases involving proxy voting and proxy voting advice. In the first release, the SEC provided guidance regarding the responsibilities of...more

Perkins Coie

SEC Issues Guidance and Interpretation Aimed at Proxy Voting

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The U.S. Securities and Exchange Commission (SEC) held an open meeting on August 21, 2019, (the Open Meeting) and approved two items: (1) guidance regarding the proxy voting responsibilities of investment advisers under the...more

Womble Bond Dickinson

SEC Guidance Will Impact Roles of Proxy Advisers and Investment Advisers in Proxy Context

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Last week, the U.S. Securities and Exchange Commission (“SEC”) approved interpretative guidance relating to (i) the application of proxy rules to proxy advisory firms and (ii) the fiduciary role of investment advisers within...more

Faegre Drinker Biddle & Reath LLP

SEC Releases Guidance to Clarify Investment Advisers’ Proxy Voting Responsibilities and Interpretation of Proxy Rules to Voting...

At an open meeting held on August 21, 2019 (the “Meeting”), the Commissioners of the Securities and Exchange Commission (SEC) issued guidance (the “Guidance”), by a 3-2 vote, to assist investment advisers when conducting...more

Fenwick & West LLP

SEC’s New Guidance Targets Proxy Voting Responsibilities

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Possibly signaling the future direction of regulation of proxy advisers, the U.S. Securities and Exchange Commission (SEC) on Aug. 21 issued two sets of interpretive guidance, one regarding proxy advisory firms under the...more

Troutman Pepper

SEC Clarifies Investment Advisers' Proxy Voting Responsibilities and Application of Proxy Rules to Voting Advice

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On August 21, the Securities and Exchange Commission issued guidance to clarify investment advisers’ fiduciary obligations when voting client proxies. On the same day, the SEC also issued an interpretation of Rule 14a-1(l)...more

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