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SEC Revises Guidance Affecting Shareholder Activism Under SLB No. 14M and C&DIs

On February 12, 2025, the U.S. Securities and Exchange Commission's ("SEC") Division of Corporation Finance published Staff Legal Bulletin No. 14M ("SLB 14M") relating to the application of the shareholder proposal rules and...more

Delaware Court Applies Traditional Entire Fairness Standard to Very Large Stockholder-Approved, Performance-Based Equity Award

The Case: A Tesla stockholder sued Tesla's board of directors to rescind a performance-based stock option grant awarded to Elon Musk, Tesla's CEO. The option award was worth a total of $56 billion and offered the opportunity...more

SEC Approves New Board Diversity Disclosure Requirements for Nasdaq-Listed Companies

The Board Diversity Proposal generally requires each Nasdaq-listed company "to have, or explain why it does not have, at least two members of its board of directors who are Diverse," defined as at least one director who...more

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