In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain...more
5/16/2025
/ Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Delaware ,
Delaware General Corporation Law ,
Incorporation ,
Institutional Investors ,
Private Equity ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Shareholders ,
Spinoffs
Key Points
- Revised guidance from the SEC regarding ownership reporting is making institutional investors circumspect about raising issues with management.
- Seeking to influence a company’s executive compensation, or...more
5/16/2025
/ Beneficial Owner ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Institutional Investors ,
Investors ,
New Guidance ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders ,
Stakeholder Engagement
As companies prepare for engagement with their shareholders in connection with the 2025 annual meeting season, they should be prepared for a change in the approach followed by institutional investors. These changes are being...more
When finalizing proxy materials for annual shareholder meetings, we recommend that companies consider the recent changes to proxy disclosure requirements and other disclosure trends summarized in our December 11, 2024, client...more
3/6/2025
/ Board of Directors ,
Compliance ,
Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Equity Compensation ,
Foreign Investment ,
Insider Trading ,
Proxy Season ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholders
Environmental, social and governance (ESG) matters, and diverging opinions on approach, continued to dominate headlines across the globe in the first half of 2024. Companies and their stakeholders started the year navigating...more
7/29/2024
/ Activist ,
Commercial Litigation ,
Corporate Governance ,
Environmental Policies ,
Environmental Social & Governance (ESG) ,
EU ,
Financial Conduct Authority (FCA) ,
Greenwashing ,
Legislative Agendas ,
Regulatory Agenda ,
Reporting Requirements ,
Shareholders ,
UK
Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements....more
5/21/2024
/ Acquisitions ,
Antitrust Provisions ,
Artificial Intelligence ,
Capital Markets ,
Climate Change ,
Competition ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Services Industry ,
Machine Learning ,
Mergers ,
New Rules ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Spinoffs ,
Tax-Free Spin-Offs ,
Taxation ,
Technology ,
White Collar Crimes
The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this...more
2/19/2024
/ Acquisitions ,
Activist ,
Artificial Intelligence ,
Board of Directors ,
Canada ,
China ,
Competition ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
EU ,
Executive Orders ,
Federal Contractors ,
Financial Services Industry ,
Forced Labor ,
Germany ,
International Labor Laws ,
Life Sciences ,
Machine Learning ,
Manufacturers ,
Mergers ,
NGOs ,
Political Campaigns ,
Political Contributions ,
Political Conventions ,
Publicly-Traded Companies ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders ,
Technology Sector ,
UK ,
Uyghur Forced Labor Prevention Act (UFLPA)
On January 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that impose significant additional procedural and disclosure requirements on initial public offerings (IPOs) by special purpose acquisition...more
1/30/2024
/ Acquisitions ,
Board of Directors ,
Capital Markets ,
Initial Public Offering (IPO) ,
Investment Advisers Act of 1940 ,
Mergers ,
PSLRA ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
On May 3, 2023, the U.S. Securities and Exchange Commission adopted rule amendments requiring enhanced disclosures pertaining to issuers’ repurchases of equity securities. The new rules, prompted by a perception that some...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
2/20/2023
/ Activist Investors ,
Board of Directors ,
Corporate Culture ,
Corporate Governance ,
Disclosure ,
Environmental Social & Governance (ESG) ,
EU ,
Insider Trading ,
Multinationals ,
Proxy Voting ,
Securities and Exchange Commission (SEC) ,
Self-Evaluations ,
Shareholders
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
12/20/2022
/ Board of Directors ,
Climate Change ,
Corporate Counsel ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure ,
Diversity and Inclusion Standards (D&I) ,
Employees ,
Environmental Social & Governance (ESG) ,
Investors ,
Shareholder Proposals ,
Shareholders
The pandemic’s impact may be subsiding, but businesses are encountering new challenges across the globe, including the potential for an economic retrenchment, rising interest rates, shifting regulatory and litigation...more
12/14/2022
/ Acquisitions ,
Anti-Corruption ,
Antitrust Division ,
Banking Sector ,
Big Tech ,
Board of Directors ,
Bonds ,
Borrowers ,
Capital Markets ,
Capital Raising ,
China ,
Climate Change ,
Convertible Notes ,
Corporate Counsel ,
Corporate Governance ,
Corporate Restructuring ,
Creditors ,
Cross-Border ,
Cryptocurrency ,
Digital Assets ,
Due Diligence ,
Economic Sanctions ,
Enforcement ,
Environmental Social & Governance (ESG) ,
EU ,
Executive Compensation ,
Financial Services Industry ,
Forum Selection ,
Investigations ,
IRS ,
Lenders ,
Mergers ,
Money Laundering ,
Partnerships ,
Publicly-Traded Companies ,
Recessions ,
Repurchases ,
Russia ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Taxation ,
Technology ,
UK ,
Vertical Mergers
On July 13, 2022, the U.S. Securities and Exchange Commission (SEC), by a 3-2 vote, proposed amendments to the proxy rules that would narrow certain grounds under which companies may exclude shareholder proposals from their...more
As companies finalize materials for annual shareholder meetings, we recommend consideration of the following key requirements and disclosures:
SEC proxy filing requirements; website and submission requirements; proxy...more
3/7/2022
/ Annual Meeting ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Proxy Advisors ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders
On November 3, 2021, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14L (SLB 14L), which explicitly rescinds Staff Legal Bulletin Nos. 14I,...more