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In a decision with significant implications for transactions involving controlling stockholders and other conflicted fiduciaries...

The Situation: In response in part to the COVID-19 pandemic, the Delaware legislature amended the Delaware General Corporation Law to address emergency bylaws

As stewards of the corporation and fiduciaries of its shareholders, directors are primarily responsible for overseeing the company's business and affairs. In exercising these responsibilities,...

The enduring COVID-19 pandemic continued to impact corporate governance practices and trends in 2021, while other notable developments, including a surge in shareholder proposals, changes to the proxy rules, ...

Industry groups offered recommendations on an SEC proposal to establish a regulatory framework for fund valuation practices.

In AP Services, LLP v. Lobell et. al, No. 651613/2012, 2015 NY Slip Op 31115(U) (N.Y. Sup. Ct. June 19, 2015) (argued Feb. 21, 2014), Justice Friedman, applying Delaware Law...

In Crest v. Padilla, No. 19STCV27561, 2022 WL 1565613 (Cal. Super. May 13, 2022), the Superior Court of California for the County of Los Angeles (Duffy-Lewis, J.) issued a decision following a bench trial.

On December 11, 2024, in Alliance for Fair Board Recruitment v. SEC, the US Court of Appeals for the Fifth Circuit ruled in a 9-8 vote that the Securities and Exchange Commission's (SEC)...

Disclosure of diversity statistics would be required within one year of SEC approval of the proposed rule. 

With its origins in the 16th century, the attorney-client privilege is one of the oldest doctrines in our common law tradition. Even so, new issues do arise...

On December 18, 2025, the Holding Foreign Insiders Accountable Act (the "Act") was enacted, expanding the scope of Section 16 reporting obligations under the Securities Exchange Act of 1934 (the "Exchange Act") for directors and officers of foreign private issuers.

In Roth v. Foris Ventures, LLC, Nos. 22-16632, 22-16633, 2023 U.S. App. LEXIS 30081 (9th Cir. Nov. 13, 2023), the United States Court of Appeals for the Ninth Circuit partially reversed the dismissal of a shareholder derivative suit.

On November 17, 2020, the SEC announced that it will begin to permit the use of electronic signatures for certain filings.

In a prior Alert ("SEC Proposals for Shareholder Access to Proxy Statement"), we discussed the Securities and Exchange Commission's (the "SEC") two alternative proposals in response to the Second Circuit's decision in AFSCME v. AIG, 462 F.3d 121 (2d Cir. 2006). In AFSCME, the Second Circuit held that Rule 14a-8(i)(8) of the Securities Exchange Act of 1934 (the "Exchange Act" and such rule, the "Election Exclusion") does not allow a company to exclude a shareholder proposal that could res

For a limited time, Nasdaq will offer certain listed companies access to a board recruitment service.

At an open meeting on July 25, 2007, the Securities and Exchange Commission approved two releases proposing alternative amendments to Exchange Act Rule 14a-8, which governs the ability of companies to exclude shareholder proposals from company proxy materials.

On May 5, 2023, the Securities and Exchange Commission ("SEC") filed charges against Pinnacle Advisors LLC ("Pinnacle Advisers"), an investment adviser, for allegedly aiding and abetting violations of Rule 22e-4...

SEC Chair Mary Jo White reviewed the development of SEC disclosure in corporate governance.