News & Analysis as of

Publicly-Traded Companies Duty of Care

Mayer Brown

Developments and Trends in Delaware Officer Exculpation Charter Amendments

Mayer Brown on

In August 2022, the Delaware General Assembly amended the Delaware General Corporation Law (“DGCL”) to allow corporations to adopt charter provisions exculpating certain officers from personal liability for monetary damages...more

Mayer Brown Free Writings + Perspectives

Maintaining Perspective: Governance and Disclosure Reminders for Public Companies

Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the...more

Akin Gump Strauss Hauer & Feld LLP

‘Mission Critical’—Revisiting the Board’s Oversight Role After In re: Boeing Co.

Recent rulings in the United States and overseas, coupled with the Securities and Exchange Commission’s (SEC) recently proposed disclosure rules covering climate-risk disclosures, underscore the attention boards of directors...more

Pillsbury Winthrop Shaw Pittman LLP

Down Rounds—Potential Liabilities and Strategies to Address Them

As venture-backed companies increasingly face the prospect of a down round, directors, management and controlling shareholders must understand the lurking liabilities and follow appropriate procedures. Corporate boards...more

Morgan Lewis

Boards of Directors Must Continue to Meet Fiduciary Duties During Pandemic

Morgan Lewis on

As the coronavirus (COVID-19) pandemic disrupts everyday life throughout the world, boards of directors of corporations working around the clock to understand, address, and mitigate its effects on business operations must...more

Skadden, Arps, Slate, Meagher & Flom LLP

Directors’ Fiduciary Duties: Back to Delaware Law Basics

The dawn of a new decade brings with it the certainty of ongoing challenges to the conduct of public company directors based on alleged breaches of fiduciary duty. This note is a brief reminder for directors of Delaware...more

Ballard Spahr LLP

SEC Issues Guidance on Investment Advisers' Proxy Voting Responsibilities and Interpretation of the Applicability of Proxy Rules...

Ballard Spahr LLP on

The SEC adopted Guidance that discusses, among other matters, the ability of investment advisers to establish a variety of different voting arrangements with their clients and matters they should consider when they use the...more

Snell & Wilmer

Yahoo! Data Breach Results in Another Lawsuit Against Corporate Directors and Officers

Snell & Wilmer on

A number of claims have been made against companies’ directors and officers alleging a breach of fiduciary duty for failing to adequately oversee data security programs. To date, the defendants’ oversight of the programs and...more

McCarter & English, LLP

What Investment Advisers Need to Know About Using Proxy Advisers

On June 30, 2014, the SEC issued long-awaited guidance on an investment adviser’s use of third-party proxy advisory firms such as ISS and Glass Lewis. Due to a number of regulatory developments over the past ten years,...more

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