On July 17, 2024, Delaware Governor John Carney signed into law amendments to the Delaware General Corporation Law (DGCL) from Senate Bill 313 that had sparked considerable controversy within the corporate law and governance...more
In this midyear update, we cover a number of significant corporate governance developments that have taken place over the first half of the year and since our Corporate Governance 2023 Year-End Review....more
On April 30, 2024, the Delaware Court of Chancery dismissed a stockholder lawsuit against social media giant Meta Platforms, Inc., its board of directors and company founder, Mark Zuckerberg. The decision rejected novel...more
The Fifth Circuit has vacated the opinion we discussed in our Oct. 30, 2023, client alert Diversity in the Boardroom: Fifth Circuit Rejects Challenge to the SEC Nasdaq Board Diversity Rules; En Banc Petition Quickly Filed and...more
The U.S. Court of Appeals for the Fifth Circuit (Court) recently rejected challenges to Nasdaq’s “Board Diversity” framework. Those rules require Nasdaq-listed companies to report that they have, or explain why they do not...more
In an era of increasing cyberattacks by varying threat actors, the board's oversight of cybersecurity risks remains a key responsibility. In two recent cases, the Delaware Court of Chancery (Chancery Court) dismissed Caremark...more
For almost 30 years, the Delaware courts have held that corporate directors are charged with a fiduciary duty of “oversight.” Directors must make sure that their corporations both (1) implement reasonable information and...more
The Ninth Circuit Court of Appeals recently agreed to rehear en banc the dismissal—based on a Delaware exclusive forum selection bylaw provision—of a shareholder derivative suit asserting violations of Section 14(a) of the...more
Efforts to increase diversity at the top of public companies remain at the forefront of corporate consciousness and governance. As we have previously reported , stakeholder interest in diversified leadership has led to a...more
On May 13, the Superior Court of California, County of Los Angeles, issued a verdict following a bench trial that effectively struck down SB 826, a California statute requiring the boards of public corporations based in the...more
As previously discussed in our Sept. 10, 2020, client alert, in Wong v. Restoration Robotics, Inc., Case No. 18-CIV-02609 (Cal. Super. Ct. Sept. 1, 2020), the Superior Court of California for the County of San Mateo dismissed...more
On April 1, 2022, the Superior Court of California, County of Los Angeles, granted a summary judgment motion that effectively struck down AB 979, a California statute requiring the boards of public corporations based in the...more
As noted in previous client alerts (including here), boardroom diversity continues to be an increasing focus of stakeholders ranging from legislators to institutional investors to retail stockholders. In recent years, their...more
This client alert provides an overview of recent key updates on environmental, social and governance (ESG) matters from the leading proxy advisory firms and major institutional investors. We also address updated guidance by...more
1/28/2022
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Greenhouse Gas Emissions ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Task Force on Climate-related Financial Disclosures (TCFD)
In a recent speech at the Practising Law Institute’s annual SEC Speaks conference, Gurbir Grewal, the new director of the Division of Enforcement for the Securities and Exchange Commission (SEC or Commission), signaled...more
As we have discussed in prior client alerts, in the wake of the Delaware Supreme Court’s decision in Salzberg v. Sciabacucci (Salzberg), 227 A.3d 102 (Del. 2020), several California state courts have dismissed claims against...more
In a significant decision, the Delaware Court of Chancery recently denied a motion to dismiss, thus allowing discovery to proceed, on a Caremark claim against the directors of The Boeing Company (Boeing), arising out of the...more
As we have discussed in prior alerts, expanding boardroom diversity has been a recent focus for many regulators, issuers, shareholders and other stakeholders. To this end, in December 2020, Nasdaq Inc. proposed new rules that...more
In a prior alert, we noted that a number of shareholder lawsuits were brought during 2020 in which large corporations and their directors were accused of fiduciary breaches and securities law violations tied to the alleged...more
3/26/2021
/ Board of Directors ,
Breach of Duty ,
Corporate Governance ,
Derivative Complaint ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Facebook ,
Fiduciary Duty ,
Pleading Standards ,
Publicly-Traded Companies ,
Securities Violations ,
Shareholders
Recent events have brought renewed attention to the push for greater diversity in the boardroom. In this alert, we discuss several developments highlighting the need for public company directors to remain focused on diversity...more
10/26/2020
/ Anti-Discrimination Policies ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Gender Equity ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities Violations ,
Shareholder Litigation ,
Woman Board Members
Can management of a Delaware corporation block members of the board of directors from gaining access to the company’s privileged information? The Delaware Court of Chancery recently addressed this question in the ongoing...more
9/1/2020
/ Board Members ,
Board of Directors ,
Conflicts of Interest ,
Corporate Counsel ,
Corporate Governance ,
Corporate Sales Transactions ,
Discovery Disputes ,
First Impression ,
Joint Clients ,
Privileged Communication ,
SoftBank ,
Special Committees