The Situation: Boards of directors face increasingly intense workloads, pressure to respond to developments in real time, and exposure to a higher level of legal risk than ever before....more
The Background: After unsuccessfully trying to convince the special committee not to implement a plan to liquidate a business line, which the controlling stockholder believed would destroy value, the controlling stockholder...more
In Short -
The Situation: Until now, Delaware corporations could eliminate or limit monetary liability for breaches of the duty of care only by directors—but not officers. ...more
ESG/DEI Frenzy in 2022 -
Investor losses resulting from stock market crashes have driven most major turns in corporate governance. In this century, director independence and audit/accounting assurance came into focus after...more
The Board Diversity Proposal generally requires each Nasdaq-listed company "to have, or explain why it does not have, at least two members of its board of directors who are Diverse," defined as at least one director who...more
8/16/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
The Situation: A number of shareholder derivative lawsuits in federal court have been filed seeking to hold directors and officers of major companies accountable for alleged failures to uphold their companies' stated...more
7/20/2021
/ Board of Directors ,
Corporate Governance ,
Derivative Suit ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Forum Selection ,
Motion to Dismiss ,
Securities Regulation ,
Securities Violations ,
Shareholder Litigation ,
Shareholders
The Background: The Delaware Chancery Court held that a board of directors breached its fiduciary duties in adopting a shareholder rights plan, or "poison pill," with an unprecedented combination of "extreme" features,...more
The Situation: Use by outside directors of non-company email accounts or other non-secure platforms to conduct board business risks waiver of the board's privilege. Even if the privilege is maintained, use of such an account...more
The Situation: In response in part to the COVID-19 pandemic, the Delaware legislature amended the Delaware General Corporation Law to address emergency bylaws and related powers exercised by a corporation's board of...more
8/17/2020
/ Board of Directors ,
Bylaws ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Governance ,
Delaware General Corporation Law ,
Directors ,
Emergency Management Plans ,
Emergency Powers ,
Indemnification ,
New Amendments ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings
The Background: A shareholder challenged an extraordinary and extremely lucrative incentive-based compensation package awarded by Tesla to its chair, CEO, and controlling shareholder, claiming a breach of fiduciary duties....more
11/8/2019
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
CD&A ,
Controlling Stockholders ,
Entire Fairness Standard ,
Executive Compensation ,
Judicial Review ,
Motion to Dismiss ,
Popular ,
Publicly-Traded Companies ,
Shareholder Litigation ,
Standard of Review ,
Tesla
The Background: The U.S. Securities and Exchange Commission ("the SEC") has announced that it may no longer review no-action letter requests relating to shareholder proposals submitted to companies under Rule 14a-8. The SEC...more
9/3/2019
/ Board of Directors ,
Bylaws ,
Corporate Governance ,
New Guidance ,
No-Action Letters ,
No-Action Relief ,
No-Action Requests ,
Proxy Season ,
Proxy Statements ,
Rule 144A ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Stakeholder Engagement
The Background: An insurgent won control of the board of directors of EQT Corporation in a proxy contest using a so-called "universal proxy card."
The Issue: While the merits of universal ballots remain subject to debate,...more
The Background: The spotlight on board diversity—particularly gender diversity—will continue to be a central theme in the 2019 proxy season.
The Issue: Public company directors should anticipate that their board's...more
The Background: In recent years, issues relating to environmental, social, and governance ("ESG") topics have become higher corporate priorities, tracking with the developing expectations of investors and the public.
The...more