Compliance into the Weeds: The SEC and Climate Disclosures
PODCAST: Trending Now An IP Podcast - Patent Office Secrecy Orders
Life Sciences Quarterly (Q3 2019): SEC Enforcement and Class Actions Regarding FDA Communications
Impact of environmental, social and governance agenda on tax
This Week in FCPA-Episode 80, The Last Jedi Edition
Life Sciences Quarterly: A View From Washington: What to Expect From the SEC
Compliance into the Weeds-Episode 39, Disclosure of Ransomware Attacks
Mining companies are one step closer to being subject to the changes of the first comprehensive review of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code or the...more
Q&A with Yumi Narita, NYC Office of the Comptroller - In late May, Yumi Narita, Executive Director of Corporate Governance at the New York City Office of the Comptroller, spoke with Stephen Brown, Senior Advisor, KPMG Board...more
In In re Columbia Pipeline Group, Inc. Merger Litigation, C.A. No. 2018-0484-JTL, the Delaware Court of Chancery allocated liability among two sell-side officers and a third-party acquirer under the Delaware Uniform...more
Our Securities Litigation Group reviews a recent ruling from the Seventh Circuit that could make it more difficult for shareholders to bring M&A disclosure claims....more
Activist shareholders had a busy 2023: The incidence of activist campaigns in Europe soared by almost 70% compared to 2022, according to data compiled by Skadden and Activistmonitor. As we described in a previous issue of The...more
In a January 30, 2024, post-trial ruling, Vice Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery rescinded a compensation package valued at $55.8 billion awarded by Tesla, Inc. to its CEO,...more
Background on Moonshot Award Practices - In the years leading up to the slowdown in the IPO markets in late 2021, it had become increasingly common for high-growth technology companies to grant large equity incentive...more
On November 21, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued eight new Compliance & Disclosure Interpretations (C&DIs), and revised two previously issued C&DIs,...more
A flurry of recent lawsuits in the wake of the Supreme Court’s June decision on affirmative action have further muddied the waters for public companies trying to thread their way through competing interests....more
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
In this V&E+ interview, Lawrence and Patrick share their thoughts on the 2023 proxy season, peacetime preparation for activism defense, and the HBO show that no one could seem to stop talking about....more
This edition of Skadden’s quarterly Insights looks at the latest trends in shareholder activism, the scrutiny companies are facing over their ESG disclosures and employment considerations for using AI in the workplace, among...more
Environmental, social and governance (ESG) concerns and how companies respond to them continue to generate scrutiny from a large number of stakeholders. Last year, in our ESG in Silicon Valley: A Look at the ESG Disclosure...more
This guide summarises certain key provisions of the Code with a focus on issues that are likely to be of particular concern to a bidder. Although reference is made to other statutory and regulatory instruments and regimes,...more
In the current environment, tax-free spinoffs may be the best option for companies focusing their business lines, we explain in this issue of The Informed Board. Spin-offs do not depend on third parties, and they preserve...more
Wilson Sonsini Goodrich & Rosati is pleased to present our 2022 Silicon Valley 150 Corporate Governance Report, which reviews the corporate governance practices and disclosures of the Valley’s largest public companies. ...more
Part I of our two-part series identifies our Public Company Advisory Group's 10 important considerations when preparing Annual Reports on Form 10-K in 2023, organized in two categories: 1. Six Housekeeping Considerations:...more
The Securities and Exchange Commission’s (SEC’s) new universal proxy rules, which took effect for meetings after August 31, 2022, require the use of “universal” proxy cards in all director election contests, except for...more
Board minutes are an essential part of a company’s internal record keeping. But they are more than a routine, formal exercise. They also play a pivotal role in stockholder litigation. As a contemporaneous record, plaintiff...more
Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), the two major proxy advisory firms, recently issued their updated proxy voting guidelines for the 2023 proxy season. These policy updates...more
As companies grapple with the business challenges that rising interest rates and an uncertain economic outlook present, there are the inevitable questions about whether companies should worry less about environmental, social...more
On 26 October 2022, the Securities and Exchange Commission (SEC) adopted final rule and form amendments (the Final Rules) representing major reforms to: 1) shareholder reports for open-end mutual funds and exchange-traded...more
Institutional investors and proxy advisory firms continue developing and refining their policies regarding board diversity. While gender diversity on public company boards has been in focus for some time now, institutional...more
On April 1, 2022, the Superior Court of California, County of Los Angeles granted the plaintiffs’ motion for summary judgment in a case challenging the legality of AB 979 under the California Constitution...more
This memorandum outlines key considerations for U.S. public companies in preparation for the 2022 annual reporting and proxy season. ▪️ Part I of this memo, which was published in January 2022, describes key...more