Steven Sparling on Board of Directors

Cybersecurity in the Boardroom: ‘Caremark’ Liability for Boards’ Failure to Oversee Cybersecurity

In an era of increasing cyberattacks by varying threat actors, the board's oversight of cybersecurity risks remains a key responsibility. In two recent cases, the Delaware Court of Chancery (Chancery Court) dismissed Caremark...more

3/14/2023 / Board of Directors , Caremark claim , Cybersecurity , Derivative Suit , Popular , Shareholder Litigation

Diversity in the Boardroom: A Periodic Litigation and Governance Update

Efforts to increase diversity at the top of public companies remain at the forefront of corporate consciousness and governance. As we have previously reported , stakeholder interest in diversified leadership has led to a...more

10/7/2022 / Board of Directors , Corporate Governance , Disclosure Requirements , Diversity , Diversity and Inclusion Standards (D&I) , Environmental Social & Governance (ESG) , Nasdaq , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

Court Finds California Board Gender Diversity Statute Unconstitutional

On May 13, the Superior Court of California, County of Los Angeles, issued a verdict following a bench trial that effectively struck down SB 826, a California statute requiring the boards of public corporations based in the...more

5/19/2022 / Board of Directors , California , Constitutional Challenges , Corporate Governance , Diversity and Inclusion Standards (D&I) , Environmental Social & Governance (ESG) , Equal Protection , Publicly-Traded Companies , Securities Regulation , State Constitutions

Court Concludes That California Board Diversity Statute Is Unconstitutional

On April 1, 2022, the Superior Court of California, County of Los Angeles, granted a summary judgment motion that effectively struck down AB 979, a California statute requiring the boards of public corporations based in the...more

4/11/2022 / Board of Directors , Corporate Governance , Disclosure Requirements , Diversity , Diversity and Inclusion Standards (D&I) , Environmental Social & Governance (ESG) , Nasdaq , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

Diversity in the Boardroom: A Litigation and Governance Update (UPDATED)

As noted in previous client alerts (including here), boardroom diversity continues to be an increasing focus of stakeholders ranging from legislators to institutional investors to retail stockholders. In recent years, their...more

3/10/2022 / Board of Directors , Corporate Governance , Diversity , Diversity and Inclusion Standards (D&I) , Gender Equity , Nasdaq , Proposed Rules , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

ESG Voting Policy Updates for the 2022 Proxy Season

This client alert provides an overview of recent key updates on environmental, social and governance (ESG) matters from the leading proxy advisory firms and major institutional investors. We also address updated guidance by...more

1/28/2022 / Board of Directors , Climate Change , Corporate Governance , Diversity and Inclusion Standards (D&I) , Environmental Social & Governance (ESG) , Glass Lewis , Greenhouse Gas Emissions , Institutional Shareholder Services (ISS) , Proxy Season , Proxy Voting Guidelines , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Task Force on Climate-related Financial Disclosures (TCFD)

New SEC Enforcement Division Director Signals Policy Shifts, Including Potential Emphasis on Admissions of Wrongdoing

In a recent speech at the Practising Law Institute’s annual SEC Speaks conference, Gurbir Grewal, the new director of the Division of Enforcement for the Securities and Exchange Commission (SEC or Commission), signaled...more

10/26/2021 / Board of Directors , Corporate Counsel , Corporate Governance , Enforcement Actions , Enforcement Priorities , Government Investigations , Publicly-Traded Companies , Regulatory Agenda , Securities and Exchange Commission (SEC)

SEC Approves Nasdaq Rule Changes Aimed at Expanding Boardroom Diversity

As we have discussed in prior alerts, expanding boardroom diversity has been a recent focus for many regulators, issuers, shareholders and other stakeholders. To this end, in December 2020, Nasdaq Inc. proposed new rules that...more

8/11/2021 / Board of Directors , Corporate Governance , Disclosure Requirements , Diversity , Diversity and Inclusion Standards (D&I) , Nasdaq , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

Steven Sparling

Kramer Levin Naftalis & Frankel LLP

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