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
Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more
1/30/2020
/ Acquisitions ,
Administrative Procedure Act ,
Anti-Discrimination Policies ,
Anti-Harassment Policies ,
Anti-Kickback Statute ,
Antitrust Investigations ,
Appeals ,
Arbitration Awards ,
Attorney General ,
Backstop Agreements ,
BEPS ,
BitLicense ,
Blockchain ,
Board of Directors ,
Bonds ,
Capital Markets ,
CFIUS ,
CFTC ,
Chapter 11 ,
Claim Preclusion ,
Class Action ,
Commercial Bankruptcy ,
Common Stock ,
Congressional Investigations & Hearings ,
Congressional Subpoenas ,
Consumer Financial Protection Bureau (CFPB) ,
Cooperation Agreement ,
Copyright ,
Corporate Governance ,
Corporate Restructuring ,
Corporate Social Responsibility ,
Corporate Taxes ,
Corwin Doctrine ,
Covenant Lite Deals ,
Creditors ,
Cross-Border Transactions ,
DACA ,
DE Supreme Court ,
Debt Financing ,
Debtors ,
Department of Justice (DOJ) ,
Dischargeable Debts ,
Disgorgement ,
Disparate Impact ,
Dodd-Frank ,
Down Rounds ,
Drug Pricing ,
EBITDA ,
Employee Retirement Income Security Act (ERISA) ,
Employer Liability Issues ,
Employment Discrimination ,
Enforcement Actions ,
Enforcement of Foreign Judgments ,
Enterprise Act 2002 ,
Environmental Social & Governance (ESG) ,
EU ,
Fair Housing Act (FHA) ,
Federal Trade Commission (FTC) ,
FinTech ,
FIRRMA ,
Foreign Acquisitions ,
Foreign Investment ,
Foreign Issuers ,
FRCP 23 ,
General Data Protection Regulation (GDPR) ,
General Elections ,
GILTI tax ,
High-Yield Markets ,
Hong Kong ,
Hong Kong Stock Exchange ,
Individual Accountability ,
Initial Public Offering (IPO) ,
Intellectual Property Litigation ,
Intercreditor Agreements ,
International Arbitration ,
International Litigation ,
IRS ,
Issue Preclusion ,
Japan ,
Joint Venture ,
Legislative Agendas ,
Life Sciences ,
Listing Rules ,
Litigation Strategies ,
Make-Whole Premium ,
Mergers ,
MFW ,
Multinationals ,
National Security ,
PCAOB ,
Pharmaceutical Industry ,
Political Parties ,
Preferred Shares ,
Private Offerings ,
Privately Held Corporations ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Refinancing ,
Regulatory Agenda ,
Reporting Requirements ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Separation of Powers ,
Shareholder Activism ,
Shareholder Proposals ,
Shareholders ,
Split of Authority ,
State Labor Laws ,
Stock Drop Litigation ,
Tax Cuts and Jobs Act ,
Tax Litigation ,
Technology Sector ,
Third-Party Release Agrements ,
Transparency ,
UK ,
UK Brexit ,
Valuation ,
White Collar Crimes
Three significant trends mark the last decade in corporate governance, and they have only accelerated over time: (i) the dismantling of structural provisions that some shareholders believe insulate directors from...more
Companies have important decisions to make as they prepare for the 2020 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which we...more
12/3/2019
/ Annual Meeting ,
Annual Reports ,
Audits ,
Board of Directors ,
Corporate Counsel ,
Director Compensation ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Filing Requirements ,
Glass Lewis ,
Hedging ,
Insider Trading ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Advisory Firms ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Reporting Requirements ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
On November 14, 2019, Skadden held a webinar titled “Preparing for the Shareholder Proposal Season” with panelists Amy Borrus, Deputy Director of the Council of Institutional Investors (CII); Marc Lindsay, Senior Strategist,...more
11/25/2019
/ Board of Directors ,
Business Roundtable ,
Diversity ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
No-Action Requests ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Special Meetings
On October 16, 2019, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14K (SLB 14K), providing updated guidance concerning shareholder...more
There is an ongoing debate regarding the role of publicly traded for-profit business corporations in addressing the many serious challenges confronting society, including some directly involving nonshareholder corporate...more
Institutional Shareholder Services Inc. (ISS), an influential proxy advisory firm, has launched its annual policy survey to inform its benchmark voting policies for 2020 and beyond. In an effort to streamline the process, ISS...more
7/26/2019
/ Board of Directors ,
Climate Change ,
Directors ,
Diversity ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Multi-Class Shares ,
Proxy Voting Guidelines ,
Public Comment ,
Publicly-Traded Companies ,
Surveys
In November 2017, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) issued guidance concerning companies’ ability to exclude shareholder proposals from their proxy...more
6/19/2019
/ Board Analysis ,
Board of Directors ,
Corporate Executives ,
Division of Corporate Finance ,
Executive Compensation ,
Micromanagement ,
New Guidance ,
No-Action Requests ,
Ordinary Business Exception ,
Political Contributions ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
On February 6, 2019, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission published new interpretive guidance regarding board diversity disclosures, which should be considered when preparing...more
2/13/2019
/ Board of Directors ,
Compliance ,
Director Nominations ,
Disclosure Requirements ,
Diversity ,
Division of Corporate Finance ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Qualification Standards ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Woman Board Members
There is an ongoing debate about the role that publicly traded for-profit business corporations should play in addressing a broad range of problems confronting our world today. Many issues fall under the ESG label — meaning...more
U.S. public companies face a wide array of challenges, from greater market volatility and increasing economic and geopolitical uncertainty to disruptive technologies, artificial intelligence, social media and cybersecurity...more
1/23/2019
/ Activist Investors ,
Board of Directors ,
CEOs ,
Corporate Culture ,
Corporate Governance ,
Corporate Social Responsibility ,
Corporate Strategy ,
Cybersecurity ,
Diversity ,
Popular ,
Proxy Statements ,
Proxy Voting ,
Publicly-Traded Companies ,
Risk Management ,
Risk Mitigation ,
Shareholder Activism
On November 13, 2018, Skadden held our webinar “Preparing for the Shareholder Proposal Season.” The panelists were Peter da Silva Vint, Vice President of BlackRock’s Americas Investment Stewardship Group; Michael Garland,...more
11/21/2018
/ Board of Directors ,
Corporate Governance ,
Corporate Social Responsibility ,
Diversity ,
Gender-Based Pay Discrimination ,
Proxy Access ,
Proxy Season ,
Ratification ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Special Meetings
On October 23, 2018, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14J (SLB 14J), which provides important guidance concerning shareholder...more
10/25/2018
/ Board of Directors ,
Corporate Governance ,
Executive Compensation ,
Micromanagement ,
New Guidance ,
No-Action Relief ,
Ordinary Business Exception ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
In the period leading up to the 2018 proxy season, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14I (SLB 14I), which provided new...more
U.S. companies face a dizzying array of challenges, including from disruptive technologies and cybersecurity threats; economic and geopolitical uncertainties; climate change and evolving sustainability metrics; and questions...more
1/25/2018
/ Board of Directors ,
Compliance ,
Corporate Governance ,
Corporate Social Responsibility ,
Diversity ,
Executive Compensation ,
Independent Directors ,
Investors ,
Proxy Statements ,
Say-on-Pay ,
Shareholder Activism ,
Sustainability ,
Transparency
On November 16, 2017, Skadden held our webinar “Preparing for the Shareholder Proposal Season.” The panelists were Michael Garland, Assistant Comptroller for Corporate Governance and Responsible Investment in the Office of...more
11/30/2017
/ Annual Meeting ,
Board of Directors ,
Bylaws ,
Comptroller ,
Corporate Governance ,
Division of Corporate Finance ,
Independent Boards ,
Proxy Access ,
Proxy Season ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Special Meetings ,
Written Consent
Proxy advisory firm Institutional Shareholder Services (ISS) recently announced updates to its U.S. proxy voting guidelines for the 2018 proxy season. Although the updates are not likely to have a significant impact on 2018...more
11/21/2017
/ Board of Directors ,
Climate Change ,
Director Compensation ,
Diversity ,
Executive Compensation ,
Gender-Based Pay Discrimination ,
Institutional Shareholder Services (ISS) ,
Pay Gap ,
Pay-for-Performance ,
Pledges ,
Proxy Season ,
Proxy Voting Guidelines ,
Say-on-Pay ,
Shareholder Rights ,
Shareholder Votes ,
Special Purpose Acquisition Companies (SPACs)
As we approach the end of the 2017 proxy season, the third since the New York City comptroller launched the Boardroom Accountability Project to enact proxy access across the U.S. market, proxy access has begun to transition...more
In the weeks following the U.S. presidential election, companies and investors enjoyed a stock market rally fueled by expectations concerning tax cuts, increased government spending and significant deregulation. While the...more
2/6/2017
/ Annual Reports ,
Board of Directors ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Diversity ,
Dodd-Frank ,
Environmental Policies ,
Private Ordering ,
Proxy Access ,
Proxy Access Rule ,
Repeal ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Rights ,
Shareholders
Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more
12/8/2016
/ Annual Meeting ,
Annual Reports ,
Audit Committee ,
Board of Directors ,
Corporate Executives ,
Corporate Governance ,
Director Nominations ,
Diversity ,
Dodd-Frank ,
Executive Compensation ,
FASB ,
Non-GAAP Financial Measures ,
Pay Ratio ,
Proxy Access ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Reporting Requirements ,
Resource Extraction ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
On November 16, 2016, Skadden hosted a webinar titled “Preparing for the Shareholder Proposal Season.” The panelists were Amy Borrus, deputy director of the Council of Institutional Investors (CII); Skadden M&A and corporate...more
12/3/2016
/ Board of Directors ,
Bylaws ,
Corporate Governance ,
Independent Directors ,
Institutional Shareholder Services (ISS) ,
Proxy Access ,
Proxy Season ,
Shareholder Proposals ,
Special Meetings ,
Universal Proxy Cards ,
Written Consent
On October 26, 2016, the U.S. Securities and Exchange Commission (SEC) voted 2-to-1 to propose amendments to the proxy rules that would require the use of universal proxy cards in contested elections. The proposed changes, if...more
10/28/2016
/ Amended Rules ,
Board of Directors ,
Contested Elections ,
Director Nominations ,
Proposed Rules ,
Proxy Materials ,
Public Comment ,
Securities and Exchange Commission (SEC) ,
Shareholder Votes ,
Shareholders ,
Universal Proxy Cards
The general themes on the corporate governance front — shareholder activism, governance activism, scrutiny of board composition, concerns regarding board oversight of risk management, director-shareholder engagement — remain...more
Proxy advisory firm Glass Lewis recently issued its U.S. voting policy guidelines for the 2016 proxy season. The guidelines include a few key changes, a summary of which is outlined below.
Conflicting Shareholder...more
11/23/2015
/ Board of Directors ,
Conflicting Proposals ,
Corporate Social Responsibility ,
Director Nominations ,
Exclusive Forum ,
Executive Compensation ,
Glass Lewis ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders