Compliance into the Weeds: Of Wal-Mart, Tariffs and Stakeholder Capitalism
Sunday Book Review: April 27, 2025, The Books on Business for May Edition
Daily Compliance News: April 24, 2025, The Made in Malaysia Edition
10 For 10: Top Compliance Stories For the Week Ending March 15, 2025
Wolf Greenfield’s New Shareholders
Navigating Disputes Within Your Health Care Practice
When a co-shareholder purchases the debt obligations of the company without partners' knowledge
What happens when a majority owner makes a bad-faith capital call?
JONES DAY TALKS®: Five Pillars of Series A Shareholder Rights: A Discussion for VC Investors
“Monsters, Inc.” y el buen gobierno corporativo
Marketing Minute Video with NP Strategy: Mastering Stakeholder Engagement
Conflictos de interés en Colombia, nueva regulación
Announcing Troutman Pepper's New Payments Pros Podcast! - The Consumer Finance Podcast
The Fundamentals of Shareholder Litigation
How ESG and Election Law Intersect: Putting the ‘S’ in ESG
Taking the Pulse, A Health Care and Life Sciences Video Podcast | Episode 143: Paul Sheils, CEO, Fluent
Podcast: The Legal Battle Over Mifepristone - Diagnosing Health Care
The Informed Board Podcast | How the SEC Is Making it Harder To Exclude Shareholder Proposals and What This Means for ESG This Proxy Season
The Informed Board Podcast | Pass-Through Voting: Empowering Shareholders or Increasing the Influence of Proxy Advisors?
Morgan Horvitz of Galloway on gaining attorney engagement in key marketing and BD programs - Passle's CMO Series Podcast
On May 16, 2025, the U.S. Securities and Exchange Commission announced that it will host a Roundtable on Executive Compensation Disclosure Requirements on June 26, 2025. SEC Chairman Paul S. Atkins issued a statement on the...more
Invoking the recent Delaware Supreme Court decision Kellner v. AIM ImmunoTech Inc., 320 A.3d 239 (Del. 2024) (“Kellner”), the Court of Chancery held that equitable challenges to the enforceability of advance notice bylaws are...more
For those planning for a virtual-only annual shareholders meeting, here are a non-exhaustive list of issues to consider (these also apply to hybrid meetings, which also have other issues to ponder given the in-person...more
In February 2025, the Delaware General Assembly introduced legislation to significantly amend Section 144 of the Delaware General Corporation Law (DGCL) to improve the legal framework surrounding transactions involving...more
The proxy statement has become an integral component of a public company’s preparation for its annual meeting of shareholders. The rules and regulations under the Securities and Exchange Act of 1934 (the Exchange Act),...more
Only a short time has elapsed since President Trump named Mark T. Uyeda as Acting Chair of the Securities and Exchange Commission (“SEC”) on January 21, 2025. Already, however, the regulatory climate has shifted significantly...more
On February 12, 2025, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M) setting forth staff guidance on shareholder proposals submitted...more
Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss: FTSE Women Leaders Review – February 2025 The latest report from...more
In 2018 and 2020, California enacted laws mandating that publicly held corporations (as defined) having their principal executive offices in California have specified minimum numbers of directors who are female and from...more
On February 12, 2025, the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued new guidance on Rule 14a-8 shareholder proposals, which comes one day after the Staff...more
Dual-class share structures involve two or more classes of authorized common stock, with one class having the traditional one vote (or, in the rare case of Snap, no votes) per share, and the other class having multiple votes...more
As part of proceedings brought by activist shareholders of Nano Dimension, an Israeli incorporated Nasdaq traded company, the District Court ruled that ADS (American Depository Share) holders should be treated as shareholders...more
Public companies always have an abundance of priorities to address, and defending against shareholder activism is increasingly at the top of the agenda. Across industries and market caps, today's activists are more aggressive...more
Last month, the State Attorney-General and the Israel Securities Authority published their positions with regard to the overruling mechanism. The context relates to the requirement for public companies and private companies...more
In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more
Wilson Sonsini’s 2024 Silicon Valley 150 Corporate Governance Report reviews the corporate governance practices and disclosures of the Valley's largest public companies between October 1, 2023, and September 30, 2024. The...more
On August 20, 2024, the U.S. Securities and Exchange Commission (SEC) announced an increase in the fees that public companies and other issuers will be required to pay to register their securities, from $147.60 per million...more
Meredith Ervine recently wrote about reverse stock splits and Nasdaq listed issuers. A reverse stock split is the "go to" solution for many listed issuers whose share prices fall below the minimum continued stock exchange...more
This is the fourth in our 2024 Year in Preview series examining important trends in white collar law and investigations in the coming year. We will be posting further installments in the series throughout the next several...more
The Stock Exchange of Hong Kong Limited has recently published conclusions to their consultation launched last December on proposals to expand the paperless listing regime and other Listing Rule amendments. The key proposal...more
On September 27, 2023, the Securities and Exchange Commission (the “SEC”) announced settled enforcement actions against six officers, directors and major shareholders of various public companies for allegedly failing to...more
Short sellers make their money by publishing information that attacks a company in order to drive down its share price. How can a company prepare? And what should it not do in the face of a short attack? We offer some tips in...more
On June 22, 2023, the SEC’s Investor Advisory Committee hosted a panel discussion regarding audit committee workload and transparency. The panel was led by James Andrus, with presentations of new research by Lauren...more
On May 3, 2023, the Securities and Exchange Commission adopted amendments to Item 703 of Regulation S-K which were proposed in December 2021 as part of the SEC’s goal of “improving the quality, relevance and timeliness” of...more
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