“Monsters, Inc.” y el buen gobierno corporativo
Meeting the Proposed SEC Climate Disclosure Requirements
The Justice Insiders Podcast - Human Beings: Cybersecurity's Most Fragile Attack Surface
JONES DAY TALKS®: Court Grants Stay on SEC’s Climate Disclosure Rule, but Companies Should Continue Preparations
Equity Award Delegations for Publicly Traded Companies — The Consumer Finance Podcast
SEC’s New Cyber Rules for Publicly Traded Companies — The Consumer Finance Podcast
PLI's inSecurities Podcast - Commissioner Uyeda on “the Perils of Regulation by Theory and Hypothesis”
PLI's inSecurities Podcast - Addressing the “Netflix Problem” in Securities Regulation
December 1st Deadline to Adopt Executive Compensation Clawback Policies — The Consumer Finance Podcast
ESG Essentials: What You Need To Know Now - Episode 16 - ESG Backlash
Regulatory Phishing Podcast - The Impact of Cybersecurity Compliance on Corporate Transactions
The Justice Insiders Podcast: Incidents in the Material World: SEC Adopts New Cybersecurity Rules
Episode 288 -- SEC Adopts Robust New Cybersecurity Disclosure Rules
Taking the Pulse, A Health Care and Life Sciences Video Podcast | Episode 113: Ryan Loehr, Managing Director, AMB Wealth
Code Section 409A - Six Month Delay
What Does The SEC Approved NASDAQ Diversity Proposal Mean For Boards?
Monthly Minute | Green Technology Resources
Understanding SPAC Transactions: What it Takes to Be “SPAC Ready"
Nota Bene Episode 106: The Corporate Investor Movement Toward Environmental, Social, and Governmental Policies with Allison Troianos and Ariel Yehezkel
On February 23, 2024, the Federal Energy Regulatory Commission (FERC) issued an order approving an application for market-based rate (MBR) authority to VESI 12 LLC. However, the language in this MBR approval was not...more
Chancellor Kathleen McCormick of the Delaware Court of Chancery grappled with this question in a recent derivative lawsuit challenging Tesla’s performance-based equity award with a potential USD55.8 billion maximum value and...more
Background on Moonshot Award Practices - In the years leading up to the slowdown in the IPO markets in late 2021, it had become increasingly common for high-growth technology companies to grant large equity incentive...more
Process still matters. That’s the main takeaway from the Delaware Court of Chancery’s 200-page opinion striking down Tesla’s 2018 incentive package awarded to Elon Musk. The court rescinded the incentive package mainly...more
In a landmark decision, the Delaware Court of Chancery addressed, for the first time, the precise duties that a controlling stockholder owes, and the standard of review that will apply, when a controlling stockholder takes...more
A takeover offer from a controlling shareholder presents a challenge to boards of directors who are tasked with protecting minority shareholders, particularly where some of the directors on the board may have relationships or...more
The Ministerial Committee for Legislation has recently re-approved the draft amendment to the Israeli Companies Law. The aim of this amendment is to improve the corporate governance rules applicable to companies with no...more
This comprehensive report includes five-year trend data, covering the 2018-2022 proxy seasons, for annual meeting participation, director elections, say-on-pay and other proposals among the technology and life sciences...more
Dominant shareholders, holding alone or in concert more than 50% of the voting power in public companies, have traditionally characterized the Israeli capital market. Consequently, Israeli corporate governance rules for...more
In 2021, there were 613 initial public offerings (“IPOs”) of Special Purpose Acquisition Companies (“SPACs”), after 248 SPACs went public in 2020 and 59 in 2019. Prior to 2021, there had not been more than 500 IPOs of any...more
On November 17, 2021, the U.S. Securities and Exchange Commission adopted rules requiring the use of universal proxy cards in contested director elections as discussed in Release No. 34-93596 (the Adopting Release). Universal...more
A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more
In recent weeks, the Israeli Ministry of Justice published a memorandum proposing an amendment to the Companies Law, focusing on the corporate governance regime in public companies without a controlling shareholder....more
The Israel Securities Authority (ISA) will soon require public companies to disclose details about independent committees tasked with overseeing transactions with controlling shareholders. The staff position, published in...more
This chart is intended to compare and contrast in summary form some of the considerations for a private company considering merging into an existing public operating company in a reverse merger or entering into a business...more
Merger agreements involving acquisitions of private companies often contain terms creating post-merger obligations or “earnouts” in favor of certain classes of selling stockholders. To address potential claims that may arise...more
Equity investors and sponsors are actively reviewing the financial needs and business operations of their portfolio companies. As a result of the economic upheaval and government-mandated social restrictions imposed by the...more
On January 30, 2020, the Board of Governors of the Federal Reserve System (Federal Reserve) issued a final rule (Rule) that revises the Federal Reserve’s regulations related to determinations of whether a first company (an...more
For financial services firms understanding who the Ultimate Beneficial Owner (UBO) of a corporation is has become a central compliance task. As Ellen Lafferty explains in this podcast and in the new edition of The Complete...more
Investors in Japanese-listed companies have traditionally taken a passive approach to their investments, in part because Japanese business culture have long held an unfavorable view toward investors making demands or voicing...more
Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or the “Company”) by Apollo investment entities. The Plaintiff was a former...more
This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v....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
Corporate Governance and Securities Law Developments - Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance - On October 1, the Delaware Court of Chancery refused to dismiss a...more
During the process of drafting and legislating the Companies Law 5759-1999, great emphasis was placed on the issues that arise in public companies with a controlling shareholder. In the 1990s, the vast majority of public...more