In this edition of our Privacy & Cybersecurity Update, we discuss what companies need to know in the wake of the EU Court of Justice's rejection of the U.S.-EU Safe Harbor framework and take a look at the following important...more
11/3/2015
/ Cybersecurity ,
Cybersecurity Information Sharing Act (CISA) ,
Data Protection ,
Data Protection Authority ,
ECPA ,
EU Data Protection Laws ,
International Data Transfers ,
Mobile Apps ,
New Legislation ,
Personal Data ,
Popular ,
Privacy Policy ,
Safe Harbors ,
Schrems I & Schrems II ,
US-EU Safe Harbor Framework ,
VPPA
The Division of Corporation Finance of the U.S. Securities and Exchange Commission (Staff) recently published Staff Legal Bulletin No. 14H (SLB), which provides important new guidance for companies that may receive...more
10/29/2015
/ Conflicting Proposals ,
Manager Proposals ,
New Guidance ,
No-Action Requests ,
Ordinary Business Exception ,
Proxy Season ,
Rule 14a-8(i)(7) ,
Rule 14a-8(i)(9) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Wal-Mart
On September 17, 2015, Skadden presented a webinar titled “Proxy Access: Latest Developments.” The panelists were Art Crozier, Chairman of Innisfree M&A Incorporated; Mike Garland, Assistant Comptroller for Corporate...more
10/7/2015
/ Board of Directors ,
Continuous Holder Requirement ,
Director Nominations ,
Institutional Shareholder Services (ISS) ,
Proxy Access ,
Proxy Access Rule ,
Proxy Season ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholder Votes ,
Stock Ownership
Third Circuit Affirms FTC’s Authority Over Cybersecurity:
In the Wyndham case, the Third Circuit affirmed that the FTC has the authority to regulate cybersecurity under Section 5 of the FTC Act, and that the language of...more
9/2/2015
/ Administrative Authority ,
Automobile Recall ,
Brokers ,
Compliance ,
Connected Cars ,
Cyber Insurance ,
Cybersecurity ,
Data Breach ,
Data Collection ,
Data Security ,
Federal Trade Commission (FTC) ,
FTC v Wyndham ,
Hackers ,
Metadata ,
National Security Agency (NSA) ,
Privacy Concerns ,
Safe Harbors ,
Section 5 ,
Settlement ,
Target ,
Technology ,
Unfair or Deceptive Trade Practices ,
Visa Inc ,
Wyndham
On August 5, 2015, in a 3-2 vote, the U.S. Securities and Exchange Commission (SEC) adopted final rules implementing the controversial “CEO pay ratio” disclosure requirements that were proposed in 2013 and mandated by...more
Seventh Circuit Decision May Make It Easier for Class Action Plaintiffs to Establish Standing in Data Breach Cases -
The Seventh Circuit has issued a decision that could make it much easier for class action plaintiffs to...more
8/4/2015
/ Attorney General ,
Class Action ,
Cyber Attacks ,
Cyber Insurance ,
Cybersecurity ,
Data Breach ,
Data Security ,
FCC ,
Federal Trade Commission (FTC) ,
FFIEC ,
Identity Theft ,
Personal Data ,
Security Risk Assessments ,
Standing ,
TCPA
On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) issued a concept release soliciting public comment on possible revisions to its existing disclosure requirements related to audit committees. The release...more
On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) issued long-awaited proposed rules that would implement the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Wall Street Reform...more
In This Issue:
- USA Freedom Act Brings Changes to Surveillance Program
- Connecticut Enacts Bill Imposing Tighter Data Security Obligations
- Pennsylvania Court Dismisses Data Breach Negligence...more
Although the 2015 annual meeting season is still winding down, there is no doubt that proxy access has gained considerable momentum and will remain a front-and-center corporate governance issue for the foreseeable future. For...more
In This Issue:
- Second Circuit Rules Patriot Act Does Not Authorize Bulk Metadata Collection; Congress Reconsiders Certain Patriot Act Authorities
- SEC Issues Cybersecurity Guidance for Investment Companies...more
6/2/2015
/ Broadband ,
Commercial Bankruptcy ,
Customer Lists ,
Cyber Crimes ,
Cybersecurity ,
Data Breach ,
Data Collection ,
Enforcement ,
FBI ,
FCC ,
Federal Trade Commission (FTC) ,
Insurance Litigation ,
Internet of Things ,
Investment Adviser ,
Investment Funds ,
Jurisdiction ,
Online Privacy Protection Act ,
Patriot Act ,
Personally Identifiable Information ,
Privacy Laws ,
RadioShack ,
Securities and Exchange Commission (SEC)
A Delaware court opinion issued late last week may subject equity grants to directors to increased judicial scrutiny (Calma v. Templeton, No. 9579-CB (Del. Ch. Apr. 30, 2015)). In Calma, the Chancery Court denied the...more
5/6/2015
/ Director Compensation ,
Directors ,
Equity Plans ,
Executive Compensation ,
Fiduciary Duty ,
Grants ,
Heightened Scrutiny ,
Motion to Dismiss ,
Restricted Stocks ,
Shareholders ,
Standard of Review ,
Unjust Enrichment ,
Waste
On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) proposed new rules that would require companies to disclose the relationship between the compensation actually paid to named executive officers (NEOs) and...more
In This Issue:
- DOJ Issues Cyber Preparation and Response Guidance
- RadioShack’s Plan to Auction Customer Data Highlights Issues Over Treatment of Such Data as an Asset
- Google v. Vidal-Hall and...more
5/3/2015
/ Commercial Bankruptcy ,
Customer Lists ,
Cyber Attacks ,
Cyber Insurance ,
Cybersecurity ,
Data Breach ,
Data Privacy ,
Department of Justice (DOJ) ,
FCC ,
Financial Services Authority ,
Google ,
Hulu ,
Information Sharing ,
NAIC ,
Popular ,
RadioShack ,
Third-Party ,
Video Privacy Protection Act
The U.S. Court of Appeals for the Third Circuit issued a decision on April 14, 2015 that reversed a U.S. District Court opinion and vacated a permanent injunction that would have required Wal-Mart Stores, Inc. to include a...more
4/16/2015
/ Appeals ,
Board of Directors ,
Corporate Governance ,
Ordinary Business Exception ,
Permanent Injunctions ,
Proxy Statements ,
Reversal ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Wal-Mart
Following are a few points to consider when preparing proxy statement materials for filing with the U.S. Securities and Exchange Commission (SEC) in connection with annual shareholder meetings....more
4/1/2015
/ Annual Meeting ,
Annual Reports ,
EDGAR ,
Filing Requirements ,
Form 10-K ,
Form 8-K ,
Proxy Materials ,
Proxy Solicitations ,
Proxy Statements ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings
In This Issue
- White House Releases Proposed Privacy Legislation
- Lessons from the Anthem Data Breach
- SEC and FINRA Release Results of Industrywide Cybersecurity Examination Sweeps
- COSO Releases Report on...more
3/2/2015
/ Anthem Blue Cross ,
Automotive Industry ,
Big Data ,
COSO ,
Cybersecurity ,
Data Breach ,
Financial Industry Regulatory Authority (FINRA) ,
Information Sharing ,
Insurance Industry ,
Obama Administration ,
Popular ,
Securities and Exchange Commission (SEC)
On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) released proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). Dodd-Frank amended Section...more
2/16/2015
/ CD&A ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Employees ,
Hedging ,
Item 402(b) ,
Proxy Statements ,
Regulation S-K ,
Section 14(j) ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
In This Issue:
- Summary of President’s Recent Proposals for Cybersecurity Legislation
- New York Attorney General Proposes New Approaches to Data Security
- Delaware Data Destruction Law Takes...more
Although Insights is intended to cover a wide range of issues, there are a number of topics we believe will be of particular interest to directors and senior corporate executives. Below is an introduction to these topics and...more
1/29/2015
/ Board of Directors ,
C-Suite Executives ,
Corporate Counsel ,
Corporate Governance ,
Cybersecurity ,
Directors ,
Fiduciary Duty ,
Proxy Access Rule ,
Regulatory Standards ,
Risk Management ,
Shareholder Activism ,
Shareholders
For a number of years, the message for directors of U.S. public companies has been that their decisions face greater and greater scrutiny. While some of this enhanced scrutiny has come from federal and state governments,...more
This past year has been called the "year of the massive data breach," with many high-profile attacks on well-known companies. Skadden partners Cyrus Amir-Mokri, Patrick Fitzgerald, Marc S. Gerber, Stuart D. Levi and Timothy...more
1/27/2015
/ Best Practices ,
Corporate Counsel ,
Cyber Insurance ,
Cybersecurity ,
Data Breach ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Popular ,
Retailers ,
Risk Assessment ,
Risk Management ,
Senate Banking Committee ,
Target
On January 12 and 13, in speeches at the Federal Trade Commission (FTC) and the National Cybersecurity and Communications Integration Center (NCCIC), President Barack Obama announced several initiatives to enhance online...more
In This Issue:
- The Critical Takeaway for Every Company From the Sony Cyber Attack
- Sony Data Breach Class Action Complaint Provides Insight Into Cybersecurity Issues
- Reminder: New California Data...more
1/2/2015
/ Class Action ,
Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Department of Financial Services ,
Examination Procedures ,
New Legislation ,
NIST ,
PF Chang's ,
Sony ,
Standing ,
Target
As our clients and friends once again embark on preparations for their 2015 annual meeting and reporting season, we have compiled a checklist of the corporate governance, executive compensation and disclosure matters that we...more
12/9/2014
/ Annual Meeting ,
Bylaws ,
Conflict Mineral Rules ,
Corporate Governance ,
Disclosure Requirements ,
Equity Compensation ,
Executive Compensation ,
Fee-Shifting ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals