During uncertain times, public companies may find themselves in need of additional capital, but a traditional follow-on underwritten public offering may be out of reach or considered too risky. Alternative ways to access the...more
8/19/2020
/ 20% Rule ,
Anti-Dilution Terms ,
Board of Directors ,
Business Judgment Rule ,
Documentation ,
Due Diligence ,
Fiduciary Duty ,
Investors ,
Lock-Up Requirements ,
Minorities ,
Municipal Securities Issuers ,
PIPEs ,
Publicly-Traded Companies ,
Shareholders ,
Voting Rights
The following update highlights recent corporate governance hot topics and trends for directors of public companies.
Board Oversight of Mission-Critical Risks -
In June 2019, the Delaware Supreme Court allowed a Caremark...more
8/25/2019
/ Board of Directors ,
Caremark claim ,
Corporate Governance ,
DE Supreme Court ,
Disclosure Requirements ,
Diversity ,
Dodd-Frank ,
Duty of Loyalty ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Financial Reporting ,
Internal Controls ,
Oversight Duties ,
Popular ,
Regulation S-K ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation
During 2018, the SEC issued rule updates and guidance that are intended to ease certain public reporting requirements and clarify the SEC’s position with respect to the shareholder proposal process. While the SEC is taking...more
12/13/2018
/ Board of Directors ,
CD&A ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Executive Compensation ,
No-Action Letters ,
Proxy Season ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Tax Reform