ESG/DEI Frenzy in 2022 -
Investor losses resulting from stock market crashes have driven most major turns in corporate governance. In this century, director independence and audit/accounting assurance came into focus after...more
The Background: The Delaware Chancery Court held that a board of directors breached its fiduciary duties in adopting a shareholder rights plan, or "poison pill," with an unprecedented combination of "extreme" features,...more
The Situation: Use by outside directors of non-company email accounts or other non-secure platforms to conduct board business risks waiver of the board's privilege. Even if the privilege is maintained, use of such an account...more
The Background: A shareholder challenged an extraordinary and extremely lucrative incentive-based compensation package awarded by Tesla to its chair, CEO, and controlling shareholder, claiming a breach of fiduciary duties....more
11/8/2019
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
CD&A ,
Controlling Stockholders ,
Entire Fairness Standard ,
Executive Compensation ,
Judicial Review ,
Motion to Dismiss ,
Popular ,
Publicly-Traded Companies ,
Shareholder Litigation ,
Standard of Review ,
Tesla
The Background: The U.S. Securities and Exchange Commission ("the SEC") has announced that it may no longer review no-action letter requests relating to shareholder proposals submitted to companies under Rule 14a-8. The SEC...more
9/3/2019
/ Board of Directors ,
Bylaws ,
Corporate Governance ,
New Guidance ,
No-Action Letters ,
No-Action Relief ,
No-Action Requests ,
Proxy Season ,
Proxy Statements ,
Rule 144A ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Stakeholder Engagement
The Background: An insurgent won control of the board of directors of EQT Corporation in a proxy contest using a so-called "universal proxy card."
The Issue: While the merits of universal ballots remain subject to debate,...more
The Background: The spotlight on board diversity—particularly gender diversity—will continue to be a central theme in the 2019 proxy season.
The Issue: Public company directors should anticipate that their board's...more
The Background: In recent years, issues relating to environmental, social, and governance ("ESG") topics have become higher corporate priorities, tracking with the developing expectations of investors and the public.
The...more
The Background: Technology has transformed the way that directors receive and review information and communicate with each other and with management.
The Issue: Although many modern board practices are more secure and...more
7/16/2018
/ Attorney-Client Privilege ,
Best Practices ,
Board of Directors ,
Cybersecurity ,
Data Loss Prevention ,
Data Retention ,
Discovery ,
Document Retention Policies ,
Duty to Preserve ,
Electronically Stored Information ,
Internal Communications ,
Policies and Procedures ,
Popular ,
Recordkeeping Requirements ,
Risk Assessment
The Background: The NYC Pension Funds, which led the largely successful campaign to implement proxy access rights across corporate America, have launched a new crusade to improve the diversity of corporate boards....more
10/2/2017
/ Board of Directors ,
Business Roundtable ,
CEOs ,
Check the Box Rules ,
Director Nominations ,
Diversity ,
Investors ,
Pension Funds ,
Proxy Access ,
Publicly-Traded Companies ,
Shareholders ,
Transparency
Earlier this month, General Motors ("GM") won a decisive victory in a proxy contest waged by Greenlight Capital, the activist fund headed by David Einhorn. Greenlight claimed that GM's shares, which were trading at a price...more