Innovation in Compliance - Key Board Issues Going Forward with Christina Bresani
This Week in FCPA-Episode 77, the Home for the Holidays Edition
Preparing a Company to Deal With Activist Investors
Why Every Day Is Proxy Season for Public Companies
Fall is fast approaching, so most major US public companies have held their 2024 annual meetings. But, while temperatures are sure to cool in the coming months, the same can no longer be said for the shareholder activism...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This edition contains updates and reminders on: ..The federal court decision that struck down the FTC’s noncompete ban, blocking it from taking effect...more
In our previous client alert, The Rise of the “Occasional Activist,” we discussed the increase in shareholder activism through 2022 by “occasional activists” – investors who are not funds dedicated to activist strategies or...more
Last month, the SEC announced another enforcement action emphasizing the need for early disclosure of cybersecurity events. In the recent action, the company had taken three weeks to act on internal alerts of malware on its...more
On July 17, 2024, Delaware Gov. John Carney signed into law significant amendments to the Delaware General Corporation Law (DGCL), which will become effective on August 1, 2024. The amendments were articulated in Delaware...more
In a much-anticipated decision, the Delaware Supreme Court echoed the Court of Chancery's pronouncement that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial...more
A Diligent interview with Tom Matthews, Sonica Tolani and Alex Woodfield, partners, White & Case. Are any specific demands being more frequently adopted in activist campaigns involving UK companies? Tom Matthews (TM): We are...more
As collective redress actions rise, sponsor and corporate statements are under high scrutiny, with an industry developing to take advantage....more
M&A dealmakers have been on a wild ride: from the pandemic-fueled rout in 2020 to 2021’s record-breaking recovery to a steep decline in 2023, the global M&A market has offered a masterclass in volatility. While global M&A...more
In the June edition of our Public Company Watch, we cover key issues impacting public companies, including the recent SEC staff statement on cybersecurity disclosures in Form 8-K, structural defenses against shareholder...more
In this episode of The Proskauer Benefits Brief, David Teigman, partner in the Tax Department and a member of the Employee Benefits & Executive Compensation Group, Josh Apfelroth, partner in the Private Equity and Mergers &...more
Chordia v. Lee, C.A. No. 2023-0382-NAC (Del. Ch. Jan. 4, 2024) - In this case, as part of a sale of a majority interest, a stockholder agreement granted the founders the ability to designate members to the board of...more
Over the past decade, environmental, social and governance (ESG) topics have featured heavily in social and political discourse. ESG has also become prominent in the boardroom as directors navigate how best to address...more
Who may be interested: Closed-End Funds; Boards of Directors; Investment Advisers - Quick Take: The staff of the SEC’s Division of Investment Management (Staff) recently granted no-action relief to three closed-end funds...more
A Texas federal judge recently permitted an environmental, social, and governance- (ESG) related Employee Retirement Income Security Act (ERISA) case filed by an airline pilot against his employer and its benefits plan to...more
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
Activist shareholders had a busy 2023: The incidence of activist campaigns in Europe soared by almost 70% compared to 2022, according to data compiled by Skadden and Activistmonitor. As we described in a previous issue of The...more
Key Points - - The number of activist campaigns launched against European companies rose again in 2023, with a new focus on German targets. - Many activists surveyed believe that France offers them good opportunities. -...more
The ESG litigation landscape is rapidly developing. Activist claimants, whose end-goal is to effect change in the management, ESG policies or ESG credentials of companies or regulated firms, are progressively pressurising...more
ExxonMobil has filed proceedings in the US District Court for the Northern District of Texas against two shareholders, alleging that proposals seeking an increased pace for reductions in emissions amount to “intrusion” into...more
2023 was a challenging year for mergers and acquisitions (M&A). Volumes of deals and deal sizes were both down due to, amongst other factors, historic levels of inflation, rising interest rates, heightened regulatory scrutiny...more
The world of corporate shareholder activism is poised for significant changes and challenges. Activist shareholders have been a driving force in shaping the corporate landscape, pushing for reforms and steering companies...more
Our M&A team is honored to have represented clients in some of the most compelling transactions in 2023—from advising SoftBank on two acquisitions of public companies in the robotics space, to partnering with sustainable food...more
Closed-end investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), have proven to be a product sought by many investors, especially individuals. Despite their appeal to long-term...more
On 10 January 2024, K2 Integrity and Schulte Roth & Zabel hosted a webinar on the state of corporate activism across various regions. Jason Wright, senior managing director at K2 Integrity, moderated the discussion with Lisa...more