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The trilogy of Delaware court decisions involving Elon Musk’s 2018 Tesla pay package, as well as other recent Delaware court decisions, has led more public companies than ever to consider reincorporating from Delaware to states like Florida, Indiana, Nevada, and Texas, where the duties of directors are more clearly defined by statute and the prospect of personal liability for directors is more remote.

Form 8-K requires public companies to make prompt disclosures about a large number of specified events. Although Form 8-K does not mandate current reporting of all material events, it goes a long way toward requiring public companies to keep the markets informed of material developments on a day-to-day basis.

Companies cannot merely rely upon shareholder approval to obtain protection under the business judgment rule.

The MSRB Board of Directors met with SEC and FINRA regulators to discuss oversight of the municipal securities market and coordination on cross-market initiatives.

This week the U.S. Securities and Exchange Commission ("SEC") announced it would not seek a rehearing or Supreme Court review of the recent decision by the U.S. Court of Appeals for the District of Columbia Circuit in Business Roundtable v. SEC vacating the new federal proxy Rule 14a-11, which would have required companies to include shareholders' director nominees in company proxy materials in certain circumstances.

"Press for Progress" is the theme of this year's International Women's Day, coming up on March 8.

Condominium living has its advantages and challenges – one such challenge is often parking.

On January 21, 2011, the U.S. Federal Trade Commission, the agency charged with administering the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), as amended, and its filing requirements, announced the adjusted HSR Act notification thresholds for 2011.

On June 27, the Federal Trade Commission (FTC) released a Notice of Proposed Rulemaking that would very significantly expand the scope of information required...

When I meet with a prospective client, one of the first questions I ask is, "Have you talked to any other lawyers yet?"

As COVID-19 rapidly spreads across the country, United States businesses are facing increasing financial uncertainty and difficult operational decisions.

Directors' and officers' (D&O) insurance policies are traditionally structured as "ABC" policies, comprised of Side A, B, and C coverage that together provide protection for the issuer and for directors and officers.

On September 27, 2023, the Securities and Exchange Commission (SEC) announced civil penalties against several officers, directors...

On October 10, 2013, the FDIC issued an "Advisory Statement" on D&O insurance to FDIC-supervised banks with "suggested routing" to the Board of Directors and Senior Executive Officers (copy here).

On March 13, 2020, Judge Philip S. Gutierrez of the United States District Court for the Central District of California denied class certification in an action against a restaurant franchising company

Debate over ESG continues, with Mayer Brown's Lawrence Cunningham and corporate director Sonita Lontoh leading a discussion of the topic in the annual Directors & Boards...

We recently were reminded that boards of directors must be watchful for potential conflicts of interest, and not just those involving directors; it is equally important to be sensitive to conflicts involving their advisors.

On July 28, 2016, the Delaware Chancery Court allowed claims of unfair dealing against the Board of property management company Riverstone National Inc. to survive where the directors facilitated a...