Innovation in Compliance - Key Board Issues Going Forward with Christina Bresani
This Week in FCPA-Episode 77, the Home for the Holidays Edition
Preparing a Company to Deal With Activist Investors
Why Every Day Is Proxy Season for Public Companies
Over the past decade, environmental, social and governance (ESG) topics have featured heavily in social and political discourse. ESG has also become prominent in the boardroom as directors navigate how best to address...more
Who may be interested: Closed-End Funds; Boards of Directors; Investment Advisers - Quick Take: The staff of the SEC’s Division of Investment Management (Staff) recently granted no-action relief to three closed-end funds...more
The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this...more
Closed-end investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), have proven to be a product sought by many investors, especially individuals. Despite their appeal to long-term...more
Please join us for our 5th Annual Corporate & Securities Counsel Public Company Forum. This virtual half-day program will feature panel discussions focused on timely and practical guidance related to the latest developments...more
Closed-End Fund Activism Update - Activist investors continue to take large positions in closed-end funds and engage in disruptive activity that may be harmful to long-term shareholders of retail closed-end funds. This...more
Companies with a history of consistent revenue growth and adjusted EBITDA make attractive acquisition targets for strategic and private equity buyers. Unlike a strategic buyer, which may have on hand a management team capable...more
The novel coronavirus (COVID-19) is affecting all aspects of our clients' businesses, not to mention their personal lives. We are fielding numerous legal and practical questions in many different substantive areas and will...more
Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more
M&A was on fire around the world in the first half of 2018, reflecting the impact on business of continued, seemingly unlimited capital availability; competition among buyers; and the relentless pressure of technology. In...more
Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new Securities and Exchange Commission (SEC) requirements, guidance from Institutional Shareholder Services Inc....more
1. Corporate Culture - The corporate culture of a company starts at the top, with the board of directors, and directors should be attuned not only to the company’s business, but also to its people and values across the...more
A universal proxy may benefit public companies in certain contested director elections, but the ability to use this tool may depend on a company’s bylaws. Key Points - ..In contested director elections, the binary...more
EXECUTIVE SUMMARY - 1. Cybersecurity threats. Cybersecurity preparedness is essential in 2018 as the risk of, and associated adverse impact of, breaches continue to rise. The past year redefined the upward bounds of the...more
The corporate governance landscape has become more complicated, making it more difficult for directors to manage the often inconsistent demands of multiple constituencies while pursuing the fundamental fiduciary obligation to...more
On July 1, 2016, the Securities and Exchange Commission approved a change to the NASDAQ Stock Market LLC’s Listing Rules that will require NASDAQ-listed companies to publicly disclose so-called “golden leash” arrangements....more
As we previously reported here, on January 28, 2016, the NASDAQ Stock Market LLC proposed a change to its Listing Rules that, if implemented, would have required NASDAQ-listed companies to publicly disclose so-called “golden...more
As we previously reported, on January 28, 2016, the NASDAQ Stock Market LLC proposed a change to its Listing Rules that, if implemented, would have required NASDAQ-listed companies to publicly disclose so-called “golden...more
The general themes on the corporate governance front — shareholder activism, governance activism, scrutiny of board composition, concerns regarding board oversight of risk management, director-shareholder engagement — remain...more
On January 16, 2015, the Securities and Exchange Commission (SEC) announced that, for the 2015 proxy season, the Division of Corporation Finance will not express any views as to whether a company may exclude a shareholder...more
Much is being made of the January 16th statement by SEC Chair Mary Jo White regarding a company’s ability to exclude a shareholder proposal from its proxy statement based on Rule 14a-8(i)(9), which allows exclusion when a...more
Yesterday, Broc Romanek posted on SEC Chair Mary Jo White’s Friday surprise with respect the no-action letter request submitted by Whole Foods Market, Inc. Readers may recall that in December Whole Foods had obtained the...more
In her NYT column this past Sunday, Gretchen Morgenson provides an interesting update on the saga of James McRitchie’s proxy access proposal submitted to Whole Foods....more