The 2023 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 20th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
1/26/2023
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Proxy Season ,
Proxy Statements ,
Proxy Voting ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Shareholder Proposals ,
Shareholders
The 2022 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 19th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
On December 8, 2021, the Delaware Supreme Court upheld the Delaware Court of Chancery’s decision that Mirae Asset Financial Group (“Mirae”) was excused from closing a $5.8 billion acquisition of luxury hotels because the...more
On September 7, 2021, a Delaware court largely denied The Boeing Company’s (“Boeing”) motion to dismiss a stockholder derivative suit against Boeing directors in connection with two crashes of Boeing’s 737 MAX airplane in...more
Today, Shearman & Sterling released its 19th annual Corporate Governance & Executive Compensation Survey, which finds that the boards of directors of the largest 100 U.S. companies have maintained their strong focus on...more
11/4/2021
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Corporate Management ,
Corporate Social Responsibility ,
Corporate Strategy ,
Cybersecurity ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Equity ,
Executive Compensation ,
Human Capital ,
Shareholders
In last year’s Survey, we noted that concern for environmental and social issues (the “E” and the “S” of “ESG”) had reached an inflection point, having taken center stage from the more traditional governance issues (the “G”...more
10/2/2020
/ Best Practices ,
Board of Directors ,
Business Plans ,
Business Strategies ,
Capital Markets ,
CEOs ,
Commercial Real Estate Market ,
Corporate Governance ,
Cybersecurity ,
Diversity ,
Executive Compensation ,
Golden Parachutes ,
Shareholders
Following Corwin v. KKR Financial Holdings and other Delaware cases that have reinforced the standards that stockholder suits must meet to survive dismissal, would-be litigants have increasingly invoked Section 220 of the...more
The Committee on Foreign Investment in the United States (CFIUS) last week added considerable teeth to its powers through draft regulations implementing key provisions of the Foreign Investment Risk Review Modernization Act...more
9/30/2019
/ CFIUS ,
Critical Infrastructure Sectors ,
Data Collection ,
Emerging Technology Companies ,
Export Control Reform Act (ECRA) ,
Federal Pilot Programs ,
FIRRMA ,
Foreign Investment ,
National Security ,
Proposed Rules ,
Public Comment ,
Real Estate Transactions ,
Technology Sector
Concern for environmental and social issues has reached an inflection point. While traditional governance issues that have been a staple of investor advocacy and discussion (the “G” of ESG) continue to be important,...more
9/11/2019
/ Best Practices ,
Board of Directors ,
Business Plans ,
Business Strategies ,
Capital Investments ,
Capital Markets ,
CEOs ,
Corporate Governance ,
Corporate Social Responsibility ,
Environmental Social & Governance (ESG) ,
Golden Parachutes ,
Pay Ratio ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Activism ,
Stakeholder Engagement ,
Woman Board Members
The Delaware Supreme Court recently took the opportunity to revisit Caremark with its en banc decision in Marchand v. Barnhill, No. 533, 2018 (Del. June 19, 2019). In Marchand, the Court reversed the dismissal of a...more
7/2/2019
/ Bad Faith ,
Blue Bell Creameries ,
Board of Directors ,
Breach of Duty ,
Caremark claim ,
DE Supreme Court ,
Derivative Suit ,
Duty of Loyalty ,
Food Manufacturers ,
Food Safety ,
Listeria ,
Shareholder Litigation
In Shareholder Representative Services LLC v. RSI Holdco, LLC, C.A. No. 2018-0517-KSJM (Del. Ch. May 29, 2019), the Delaware Court of Chancery applied guidance from its earlier ruling in Great Hill Equity Partners IV, LP v....more
When it was enacted in August 2018, the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) overhauled the US law governing CFIUS national security reviews for the first time in 11 years. Many of FIRRMA’s most...more
1/28/2019
/ CFIUS ,
Critical Infrastructure Sectors ,
Cross-Border Transactions ,
Emerging Technology Companies ,
Export Controls ,
Federal Pilot Programs ,
Filing Requirements ,
FIRRMA ,
Foreign Investment ,
NAICS ,
National Security ,
Reporting Requirements ,
Technology Sector
In its recent decision in Arthur Flood v. Synutra International, Inc., et al., No. 101, 2018 opinion (Del. Oct. 9, 2018), the Delaware Supreme Court clarified when an acquisition of a company by a controlling stockholder will...more
In a recent high-profile decision, the Delaware Court of Chancery excused a buyer from its obligation to purchase a public company target on the basis that, among other things, the target company had suffered a material...more
On August 13, 2018, President Trump signed into law legislation that will sharpen the rules governing U.S. national security reviews by the Committee on Foreign Investment in the United States (CFIUS). The final legislation...more
8/14/2018
/ CFIUS ,
China ,
Critical Infrastructure Sectors ,
Cross-Border Transactions ,
Cybersecurity ,
Export Controls ,
FIRRMA ,
Foreign Investment ,
National Security ,
Technology Sector ,
Trump Administration
Proposed legislation that would sharpen the law governing U.S. national security reviews by the Committee on Foreign Investment in the United States (CFIUS) continues to move through Congress with bipartisan support, and...more
6/26/2018
/ CFIUS ,
China ,
Critical Infrastructure Sectors ,
Cross-Border Transactions ,
Foreign Investment ,
National Security ,
National Security Review Proceedings ,
Passive Activity ,
Proposed Legislation ,
Technology Sector ,
Trump Administration
The Delaware Court of Chancery recently delivered the latest in a line of decisions refining the application of statutory stockholder appraisal rights in M&A transactions. In City of North Miami Beach General Employees’...more
On April 20, 2018, the Court of Appeals for the Ninth Circuit split from five other circuit courts in Varjabedian v. Emulex Corp., No. 16-55088 (9th Cir. Apr. 20, 2018), by holding that claims under Section 14(e) of the...more
We previously released an M&A Watch note detailing the recent NY decision of In re Xerox Corporation Consolidated Shareholder Litigation and the subsequent settlement agreement entered into between activist investors Carl...more
On Friday, April 27, 2018, New York State Supreme Court Judge Barry R. Ostrager granted a preliminary injunction which blocked Xerox Corporation’s (“Xerox”) potential transaction with Fujifilm Holdings Corporation (“Fuji”)...more
In two recent cases, the Delaware Court of Chancery provided informative guidance on when stockholders that hold less than 50% of a corporation’s stock are nevertheless considered to be controlling stockholders. This inquiry...more
Following a well-developed line of precedent, the Delaware Court of Chancery recently declined to grant equitable relief to a party seeking an injunction with respect to non-compete provisions because the requesting party had...more
While cryptocurrencies have captured the attention of many, the blockchain technology underlying these instruments has potentially far-reaching implications in many other fields. Consistent with its reputation as a...more
4/11/2018
/ Blockchain ,
Corporate Records ,
Cyber Attacks ,
Cybersecurity ,
Delaware General Corporation Law ,
Digital Currency ,
Digital Securities ,
Distributed Ledger Technology (DLT) ,
Governor Markell ,
Popular ,
Publicly-Traded Companies ,
Recordkeeping Requirements ,
State and Local Government ,
Token Sales ,
Transparency
The Federal Trade Commission (FTC) has recently re-emphasized the potential risks of antitrust violations stemming from the exchange of competitively sensitive information during pre-merger negotiations and due diligence....more
Since its adoption in 2013, parties have been using a two-step merger structure facilitated by §251(h) of Delaware’s General Corporation Law (the DGCL) as a means of avoiding the requirement of calling a special meeting of...more