Innovation in Compliance - Key Board Issues Going Forward with Christina Bresani
Two years after proposing rules on climate change disclosure, the SEC has adopted new rules, predictably by a split 3-2 vote. The adopted rules maintain the core of the original proposals, requiring that both domestic...more
The SEC’s Cybersecurity Proposals - The SEC has proposed four rules designed to address cybersecurity risk and management, including incident reporting by public companies....more
The new compliance focus on executive compensation, as announced by the US Department of Justice (DOJ) on March 3, 2023, has significant implications for how healthcare organizations address both corporate compliance and...more
The Delaware Court of Chancery recently issued a decision clarifying that officers, not just directors, owe oversights duties to the corporation. Vice Chancellor Laster found that Caremark-type obligations extended to a...more
During 2022 the SEC issued at least 36 comment letters requesting expanded discussion about the board’s role in risk oversight. We summarize below the basic requirements of this disclosure and the most common new elements...more
The Delaware Court of Chancery on Sept. 7, 2021, allowed a derivative stockholder lawsuit to proceed against The Boeing Company (Boeing), alleging that Boeing's board of directors breached their fiduciary duties by failing to...more
In 2019, the Delaware Supreme Court issued Marchand v. Barnhill, which was soon followed by the Court of Chancery’s opinion in In re Clovis Oncology Derivative Litigation. Both rulings sustained derivative claims for breach...more
On February 26, 2020, Skadden held a webinar titled “Reevaluating the Board Risk Oversight Process: Implications of Marchand and Other Recent Developments.” The panelists were Edward Micheletti, litigation partner and...more
Given evolving Delaware law, understanding the difference between “risk oversight” and “risk management” is an increasingly important board task. In the Marchand and Clovis decisions, the Delaware courts sent an important...more
The U.S. Securities and Exchange Commission on November 25, 2019 unanimously approved for publication a three-part rule proposal related to the use of derivatives and certain other transactions by registered investment...more
On October 1, 2019, the Delaware Court of Chancery issued its decision in In re Clovis Oncology, Inc. Derivative Litigation, C.A. No. 2017-0222-JRS (Del. Ch. Oct. 1, 2019), which addresses the duties of directors to oversee...more
The following update highlights recent corporate governance hot topics and trends for directors of public companies. Board Oversight of Mission-Critical Risks - In June 2019, the Delaware Supreme Court allowed a Caremark...more
In light of the increased spotlight on environmental, social and governance (“ESG”) disclosures, White & Case’s Public Company Advisory Group conducted a survey of environmental and social (“E&S”) disclosures in the...more