News & Analysis as of

Publicly-Traded Companies CEOs

Allen & Overy LLP

Was the richest person in the world overpaid?

Allen & Overy LLP on

Chancellor Kathleen McCormick of the Delaware Court of Chancery grappled with this question in a recent derivative lawsuit challenging Tesla’s performance-based equity award with a potential USD55.8 billion maximum value and...more

Fenwick & West LLP

Delaware Chancery Court Orders Recission of Elon Musk Moonshot Grant in Important Case on Transactions with Potential Corporate...

Fenwick & West LLP on

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

Robins Kaplan LLP

Considerations for D&O Insurance in Light of the Changing Diversity, Equity, and Inclusion (DEI) Legal Landscape

Robins Kaplan LLP on

After George Floyd’s death in May 2020, companies (including their directors and officers) are facing increasing liability exposure and scrutiny from both sides of the political aisle relating to diversity, equity, and...more

Fox Rothschild LLP

New Mandatory Reporting for Vast Majority of Businesses Starts in January 2024

Fox Rothschild LLP on

In less than two weeks, on January 1, 2024, the Corporate Transparency Act (CTA) will become effective. This new law is one of the most wide-reaching and disruptive pieces of legislation affecting businesses that has been...more

The Volkov Law Group

Profiles in Effective CEO Leadership

The Volkov Law Group on

One of the many great experiences I have been fortunate to have in my career is to meet some impressive leaders – at the Department of Justice, on Capitol Hill, and in corporations.  To focus on the latter, I have met some...more

Vinson & Elkins LLP

[Hybrid Event] Securities Lawyer Nightmares: 13 Mistakes that Keep Securities Lawyers Up at Night - October 13th, Dallas, TX

Vinson & Elkins LLP on

Join Vinson & Elkins securities lawyers to discuss the 13 mistakes that keep us up at night. Topics include missed 8-Ks, CEO tweets, website mismanagement, voting disclosure and counting, registration statement overissuances,...more

Allen Matkins

Judge Rules Beneficial Owner of Shares Lacks Standing to Bring Direct Claims Against Corporation and its CEO

Allen Matkins on

The plaintiffs in Chan v. ArcSOFT, Inc., 2023 WL 2788585, believed that they had been misled in a buyout of their shares and so they sued the company and its Chief Executive officer.  One of the plaintiffs, Marc Chan, did not...more

Allen Matkins

Is It Possible For Shareholder To Remove The CEO?

Allen Matkins on

UCLA Law Professor Stephen Bainbridge recently answered the question of whether shareholders may remove a corporation's chief executive officer and chairman of the board from a Delaware perspective.  Like Delaware, California...more

Proskauer - Private Market Talks Podcast

[Podcast] Private Market Talks Episode 9: Demystifying ESG Benchmarking with Novata’s Alex Friedman

In this episode of Private Market Talks, CEO and co-founder of Novata, Alex Friedman helps contextualize the evolving conversation around ESG and demystifies how companies and their investors assess ESG compliance and goals....more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - June 2023

In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery...more

Oberheiden P.C.

Ten Key Facts about SEC Investigations for CEOs and In-House Counsel

Oberheiden P.C. on

The U.S. Securities and Exchange Commission (SEC) investigates publicly-traded and privately-held companies for a broad range of statutory and regulatory violations. SEC investigations can target issues ranging from...more

Seward & Kissel LLP

CEO of Publicly Traded Health Care Company Charged with Insider Trading For Misusing Rule 10b5-1 Trading Plans

Seward & Kissel LLP on

On March 1, 2023, the U.S. Department of Justice (“DOJ”) unsealed an indictment charging Terren S. Peizer, the CEO and Chairman of the Board of Directors of Ontrak Inc., a publicly traded health care company, with engaging in...more

Pillsbury Winthrop Shaw Pittman LLP

SEC’s Heightened Scrutiny of Rule 10b5-1 Plans and Final Rulemaking Focus Is on Insiders Rather than Issuers

The SEC seeks to regulate trading through internal compliance processes. The SEC settled insider trading charges in relation to misuse of a Rule 10b5-1 plan established in the name of a British Virgin Islands entity owned...more

NAVEX

Renewed Focus on SOX 304 Compliance Stresses Need for Culture of Compliance, Executive Accountability

NAVEX on

The Department of Justice and the Securities and Exchange Commission have signaled in recent months that they have reinvigorated their focus on executive compensation claw backs, urging companies to adopt compensation...more

Allen Matkins

If The Court Of Chancery Is Predictable, Why Does Anyone Bother To Go To Court?

Allen Matkins on

In a recent posting on the Business Law Prof [sic] Blog, William S. Boyd School of Law Professor Benjamin Edwards wrote about a recent order issued by Nevada state District Court Judge Timothy C. Williams.  The case involved...more

Husch Blackwell LLP

The SEC's Long-Delayed Dodd-Frank Pay-Versus-Performance Disclosure Requirements Have Finally Arrived

Husch Blackwell LLP on

On August 25, 2022, the Securities and Exchange Commission (SEC) adopted the pay-versus-performance disclosure requirements that had been in the works for years. The SEC originally proposed pay versus performance rules...more

BakerHostetler

SEC Adopts Dodd-Frank Act Pay-Versus-Performance Rules

BakerHostetler on

Key Takeaways - ..On August 25, 2022, the Securities and Exchange Commission (“SEC”) adopted final pay-versus-performance rules (the “Final Rules”) that guide the implementation of Section 953(a) of the Dodd-Frank Act,...more

McDermott Will & Emery

New SEC Rules Heighten Scrutiny Over Executive Pay

McDermott Will & Emery on

On August 25, 2022, the US Securities and Exchange Commission (SEC) adopted final rules imposing new mandatory “pay for performance” disclosures for most public companies (foreign private issuers, emerging growth companies...more

Proskauer - Employee Benefits & Executive...

CEO Self-Evaluation: To Thine Own Self (Assessment) Be True

“Report cards” may bring to mind evaluating middle school students, not CEOs of multi-billion dollar companies. But over the last decade, some companies have adopted a CEO “self-assessment” for evaluating the performance of...more

Skadden, Arps, Slate, Meagher & Flom LLP

Two Directors Share Lessons on Building a Highly Functioning Board

Alexander M. Cutler, lead director of DuPont de Nemours, Inc. Q: Based on your experience, what are some of the key elements of a highly functioning board? A: Recognizing that there is no “one size fits all” blueprint, my...more

Goodwin

Delaware Chancery Court Dismisses Cigna Derivative Suit Over Failed Anthem Merger

Goodwin on

Delaware Chancery Court Dismisses Cigna Derivative Suit Over Failed Anthem Merger; The PCAOB Sanctions Former KPMG Vice Chair Of Audit For Failure To Supervise Senior Members Of KPMG's Audit Practice; Ninth Circuit Affirms...more

Mitratech Holdings, Inc

ESG Trends for 2022: The Board-Level Perspective

Mitratech Holdings, Inc on

Environmental, Social, and Governance (ESG) issues are clearly going to be uppermost in the thoughts of CEOs and their corporate boards in 2022, if recent research by KPMG is anything to go by. ...more

Cooley LLP

Blog: How do companies address governance issues for corporate political activity?

Cooley LLP on

In the last couple of years, many CEOs have felt the need to voice their views on political, environmental and social issues, such as racial justice and voting restrictions. For example, after the murder of George Floyd and...more

Allen Matkins

Court Orders Discovery In Derivative Action Challenging Racial Diversity

Allen Matkins on

Last year, the City of Pontiac General Employees' Retirement System filed a derivative suit against the Board of Directors and Chief Executive Officer of Cisco Systems, Inc.  The gist of the complaint was that the "Defendants...more

Faegre Drinker Biddle & Reath LLP

SPAC Attack: The SEC Charges a SPAC for Failure to Launch

On July 13, 2021, the SEC announced charges against Stable Road Acquisition Company (“Stable Road”), its sponsor, SRC-NI, its CEO, Brian Kabot, Stable Road’s proposed merger target Momentus Inc.(“Momentus”), and Momentus’s...more

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JD Supra Privacy Policy

Updated: Dec 28, 2021:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

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Information for EU and Swiss Residents

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Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

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California Privacy Rights

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You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

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Changes in Our Privacy Policy

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Contacting JD Supra

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Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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