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Privacy & Cybersecurity Update - April 2021

In this month's edition of our Privacy & Cybersecurity Update, we examine the Second Circuit's ruling allowing standing for increased risk of identity theft following a data breach, the European Commission's recently released...more

Directors’ Oversight Role Today: Increased Expectations, Responsibility and Accountability — A Macro View

I. The Current State of Play - The subjects falling within the purview of U.S. public company board of director oversight have grown to encompass virtually any subject that an investor, stakeholder or other party raises...more

Privacy & Cybersecurity Update - March 2021

In this month’s edition, we examine California’s new regulations enhancing opt-out rights in the California Consumer Privacy Act and the state's selections for the California Privacy Protection Agency’s inaugural board. We...more

Annual Meeting Filing and Disclosure Requirements

When finalizing proxy materials for annual shareholder meetings, companies should consider the following Securities and Exchange Commission (SEC) rules and related guidance, as well as stock exchange listing standards and...more

Delaware Court Enjoins an ‘Extreme’ Stockholder Rights Plan

On February 26, 2021, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery permanently enjoined a stockholder rights plan — or so-called “poison pill” — with a 5% trigger that The Williams Companies, Inc....more

Privacy & Cybersecurity Update - February 2021

In this month's edition of our Privacy & Cybersecurity Update, we examine the New York Department of Financial Services' issuance of the first-ever cyber insurance risk guidance framework, the Eleventh Circuit's ruling...more

ESG: Many Demands, Few Clear Rules

Takeaways - Boards can expect investors and regulators to demand increased disclosure of ESG metrics. - With no uniform set of ESG standards, companies with global operations may face a hodgepodge of disclosure...more

ESG: Key Trends in 2020 and Expectations for 2021

In a tumultuous year, one of the key clear messages to emerge from 2020 was that environmental, social and governance (ESG) concerns are here to stay. As mentioned in our 31 July 2020 article “ESG in 2020: A Half-Year...more

Privacy & Cybersecurity Update - January 2021

In this month's edition, we examine the European Commission's Digital Services Act and its potential regulatory impact, the National Institute of Standards and Technology's draft guidance on internet-of-things devices'...more

US Corporate Governance: The Ascension of ESG

The change in administration is expected to bring a governmental and regulatory climate that is vastly more hospitable to calls to facilitate the incorporation of environmental, social and governance (ESG) factors into...more

ISS and Glass Lewis Release Updated Proxy Voting Guidelines

Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis recently announced updates to their proxy voting guidelines for the 2021 proxy season. These updates reflect institutional investors’ increased...more

Nasdaq Proposes New Board Diversity Requirements

On December 1, 2020, the Nasdaq Stock Market filed a proposal with the Securities and Exchange Commission (SEC) to amend its listing standards to encourage greater board diversity and enhanced diversity disclosures for...more

Privacy & Cybersecurity Update - November 2020

In this month’s edition of our Privacy & Cybersecurity Update, we examine the passage of the ballot initiative that enacts the California Privacy Rights Act, the U.K. Information Commissioner’s Office’s final guidance on data...more

Privacy & Cybersecurity Update - October 2020

In this month's edition of our Privacy & Cybersecurity Update, we examine the U.S. Treasury's advisories regarding the role of financial intermediaries in ransomware payments, a ruling by the Israeli data protection authority...more

Privacy & Cybersecurity Update - September 2020

In this month's edition, we examine the Swiss data protection authority's comments on the validity of its data-sharing framework with the U.S., as well as the European Data Protection Board's guidance on joint controllers and...more

Planning Ahead: Virtual Shareholder Meetings in the 2021 Proxy Season

The COVID-19 pandemic has impacted U.S. public companies in myriad ways. The fact that the traditional proxy season — the period from April through June when a substantial number of public companies hold their annual meetings...more

SEC Adopts Amendments to Shareholder Proposal Rules

On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the procedural requirements and resubmission thresholds relating to shareholder proposals submitted for inclusion in company proxy...more

A Brief Response Regarding Stakeholder Governance

The recently published “The Friedman Essay and the True Purpose of the Business Corporation” defends a view of stakeholder governance that reflects the following two basic flaws...more

Shareholder Proposal No-Action Requests in the 2020 Proxy Season: Glimmers of Hope for Board Analyses, Limits on Micromanagement

In October 2019, for the third consecutive year, the Staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) issued guidance concerning companies’ ability to exclude...more

Stockholders Versus Stakeholders — Cutting the Gordian Knot

Directors of most for-profit U.S. corporations have long considered the corporation’s relationships with customers, employees, suppliers and the communities in which they operate — sometimes referred to as “stakeholders” — in...more

SEC Adopts Proxy Rule Amendments Relating to Proxy Voting Advice Businesses

On July 22, 2020, the U.S. Securities and Exchange Commission (SEC), by a 3-1 vote, adopted amendments to the federal proxy rules relating to proxy voting advice businesses (proxy advisors). The amendments categorize the...more

Privacy & Cybersecurity Update - June 2020

In this month's edition of our Privacy & Cybersecurity Update, we examine the California attorney general's final regulations for the California Consumer Privacy Act and a ruling by the Indiana Court of Appeals involving...more

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