Gary Naftalis

Gary Naftalis

Kramer Levin Naftalis & Frankel LLP

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Diversity in the Boardroom: Nasdaq’s Diversity Disclosure Rules Struck Down by En Banc Fifth Circuit Court of Appeals

In what will likely mark the final outcome, the U.S. Court of Appeals for the Fifth Circuit, sitting en banc, struck down the Nasdaq Stock Market’s diversity-disclosure framework on Dec. 11, 2024. The Nasdaq rules issue —...more

1/6/2025  /  Board of Directors , Corporate Governance , Disclosure Requirements , Diversity , Glass Lewis , Institutional Shareholder Services (ISS) , LGBTQ , Nasdaq , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

Delaware Supreme Court Affirms Breach of Fiduciary Duty Judgment Against CEO but Reverses Bidder’s Aiding and Abetting Liability

In a recent decision by the Delaware Supreme Court sitting en banc in In re Mindbody, Inc., Stockholder Litigation, the court affirmed the Court of Chancery’s determination that Mindbody’s CEO had breached his duties of...more

12/12/2024  /  Board of Directors , Breach of Duty , CEOs , Fiduciary Duty , Merger Agreements , Mergers , Shareholders

Corporate Governance: 2024 Midyear Review

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

8/2/2024  /  Board of Directors , Corporate Governance , FinCEN , Securities and Exchange Commission (SEC) , Shareholders

Diversity in the Boardroom: Full Fifth Circuit Plans to Rehear Challenge to the SEC Approval of Nasdaq Board Diversity Rules

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

2/23/2024  /  Board of Directors , Corporate Governance , Diversity , Nasdaq , Securities and Exchange Commission (SEC) , Securities Exchange Act

Diversity in the Boardroom: Fifth Circuit Rejects Challenge to the SEC Nasdaq Board Diversity Rules; En Banc Petition Quickly...

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

10/30/2023  /  Board of Directors , Corporate Governance , Diversity , Nasdaq , Securities and Exchange Commission (SEC)

Ninth Circuit Agrees To Rehear Derivative Suit Previously Dismissed Based on Forum Selection Bylaw

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

11/2/2022  /  Board of Directors , Bylaws , Derivative Suit , Diversity and Inclusion Standards (D&I) , Forum Selection , Jurisdiction , Securities Exchange Act , Shareholder Litigation

California Appellate Court Affirms Lower Court Decision Enforcing Federal Forum Selection Clause in Company’s Charter

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

5/9/2022  /  Board of Directors , Bylaws , Commerce Clause , Corporate Governance , DE Supreme Court , Forum Selection , Securities Act of 1933 , Securities Litigation , Supremacy Clause

New SEC Enforcement Division Director Signals Policy Shifts, Including Potential Emphasis on Admissions of Wrongdoing

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

10/26/2021  /  Board of Directors , Corporate Counsel , Corporate Governance , Enforcement Actions , Enforcement Priorities , Government Investigations , Publicly-Traded Companies , Regulatory Agenda , Securities and Exchange Commission (SEC)

New York Court Joins Other State Courts in Dismissing Securities Act Claims in Favor of Federal Forum Provision

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

9/28/2021  /  Board of Directors , Bylaws , Certificates of Incorporation , DE Supreme Court , Forum Selection , Internal Affairs Doctrine , Securities Act of 1933

Delaware Court of Chancery Allows Caremark Claim To Proceed Against Boeing Directors

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

9/21/2021  /  Board of Directors , Boeing , Breach of Duty , Caremark claim , Corporate Governance , Derivative Suit , Fiduciary Duty
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