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In this episode, the first of three building on Akin Gump's annual Top 10 Topics for Directors report, partners Christine LaFollette and Daniel Walsh discuss corporate culture and board diversity, and what boards need to be thinking about them.

On August 25, 2023, the SEC's Division of Corporation Finance issued five Compliance and Disclosure Interpretations relating to the new Rule 10b5-1 requirements, summarized below...

SEC Enforcement Co-Director Steven Peikin will leave the SEC on August 14, 2020.

The SEC has proposed amendments allowing public companies to elect semiannual reporting on new Form 10-S instead of quarterly Form 10-Qs, while maintaining annual Form 10-K filings. This optional framework aims to provide companies greater flexibility in choosing reporting cadences that align with their business needs and investor expectations, while preserving the same narrative disclosures and financial information requirements currently mandated for quarterly reports.

The SEC's Division of Investment Management has issued a no-action letter confirming that the Division's Staff would not object if fund boards cease to make quarterly independent compliance findings

In a recent decision in a diversity case, the Seventh Circuit deferred to a state legislature's "strongly pro-management version of the business judgment rule," rejecting a derivative claim filed by shareholders...

The Nicene Creed as approved by the Council of Constantinople in 381 A.D. included the following: "τὸ ἐκ τοῦ πατρὸς ἐκπορευόμενον (who proceeds from the father)

Diversity initiatives are not just the right thing to do, but rather a business imperative. Diversity of thought, approach, action and style produces superior results and is a win-win for every organisation.

The past year saw a burst in popularity of SPACs. More than half of companies that went public in 2020 did so using a SPAC on their way to raising over $80 billion in proceeds, and so far in 2021...

As I noted yesterday, Los Angeles Superior Court Judge Maureen Duffy-Lewis has found California's female director quota law, SB 826, to violate the Equal Protection clause of the California Constitution...

Let's take a break from worrying about the global pandemic to check on the health of your equity incentive plan.

Executive compensation will continue to be a hot topic for directors in 2017, especially given that public companies will soon have to start complying with the CEO pay ratio disclosure rules.

Strategic planning should continue to be a high priority for corporate boards in 2019. Boards should consider the individual and combined impacts of the U.S. and global economies...

In July 2009, the Delaware Chancery Court applied one of its first applications of the Delaware Supreme Court’s ruling in Lyondell Chemical Company v. Ryan. In so doing, the chancery court, in Wayne County Employees’ Retirement System v. Corti, dismissed all shareholder claims stemming from a sale-of-control transaction, including a claim that the board had violated its duty of loyalty in negotiating and approving the transaction.

NYSE And Nasdaq Modify Bright Line Tests For Director Independence The New York Stock Exchange (NYSE) and the Nasdaq Stock Market each recently modified certain bright line tests to be used when determining director independence for purposes of their corporate governance listing standards.

The U.S. Department of Labor has recently announced that it would delay the March 1, 2013 deadline for the delivery of the employer-provided notice of health insurance exchanges to employees.

On December 1, 2020, Nasdaq introduced new listing rules aimed at increasing diversity among directors at companies listed on its exchange.