In an effort to reverse corporate departures from Delaware, its state legislature amended the Delaware General Corporation Law to overturn multiple Chancery Court decisions....more
5/27/2025
/ Amended Legislation ,
Climate Change ,
Corporate Governance ,
Delaware General Corporation Law ,
Disclosure Requirements ,
EDGAR ,
Filing Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Activism ,
Tariffs
If enacted, the amendments would significantly impact the risk-benefit considerations for public and private companies contemplating reincorporation or going public in a different jurisdiction. ...more
2/25/2025
/ Acquisitions ,
Business Entities ,
Capital Markets ,
Controlling Stockholders ,
Corporate Governance ,
Delaware General Corporation Law ,
Initial Public Offering (IPO) ,
Jurisdiction ,
Mergers ,
Privately Held Corporations ,
Proposed Amendments ,
Publicly-Traded Companies
President Trump’s nominee for SEC Chair, Paul Atkins, advocates a business-friendly, light-touch regulatory philosophy and is expected to lead the agency to retether its rulemaking to the SEC’s three-part statutory mission —...more
SEC Penalizes Director for Misleading D&O Questionnaire Response -
The SEC recently brought an enforcement action against a director for causing violations of the proxy rules by failing to disclose a close personal...more
11/13/2024
/ Beneficial Owner ,
Board of Directors ,
Climate Change ,
Compliance ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
D&O Insurance ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Failure-to-File ,
Form 8-K ,
Investors ,
Materiality ,
Misleading Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders
Last month, the SEC announced another enforcement action emphasizing the need for early disclosure of cybersecurity events. In the recent action, the company had taken three weeks to act on internal alerts of malware on its...more
8/14/2024
/ Chevron Deference ,
Conflicts of Interest ,
Controlling Stockholders ,
Cyber Attacks ,
Cybersecurity ,
Elon Musk ,
Financial Accounting ,
Internal Controls ,
Loper Bright Enterprises v Raimondo ,
Malware ,
Proxy Contests ,
Proxy Statements ,
Ransomware ,
Relentless Inc v US Department of Commerce ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Tesla
SEC Wins “Shadow Trading” Case -
The SEC notched a major win in its recent Panuwat case, described as the first-ever “shadow trading” enforcement action. After a biotech executive learned about his company’s imminent...more
4/30/2024
/ Artificial Intelligence ,
Beneficial Owner ,
Board of Directors ,
Climate Change ,
Compliance ,
Corporate Governance ,
Corporate Transparency Act ,
Cyber Threats ,
Disclosure Requirements ,
Enforcement Actions ,
Enforcement Priorities ,
FinCEN ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On October 7, 2023, California Governor Gavin Newsom signed into law two statutes that will require certain companies doing business in California to disclose their GHG emissions (SB 253) and climate-related financial risk...more
12/1/2023
/ Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Filing Deadlines ,
Financial Reporting ,
Governor Newsom ,
Greenhouse Gas Emissions ,
New Legislation ,
Proxy Season ,
Related Parties ,
Shareholder Activism ,
Task Force on Climate-related Financial Disclosures (TCFD)
SEC Adopts Final Rules on Cybersecurity Disclosures -
The SEC has adopted rules requiring companies to provide disclosure within four business days of determining that a material cybersecurity incident has occurred, and...more
10/18/2023
/ Artificial Intelligence ,
Clawbacks ,
Conflicts of Interest ,
Cyber Incident Reporting ,
Cybersecurity ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Electronic Communications ,
EU ,
Foreign Subsidies ,
New Guidance ,
New Rules ,
Popular ,
Reporting Requirements ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Text Messages
The recovery of the M&A market since the early days of the pandemic has been impressive. Even allowing for varying treatment of Covid-19 winners and losers, deal processes for resilient assets (and even for less obviously...more
3/30/2022
/ Acquisitions ,
Coronavirus/COVID-19 ,
Financial Markets ,
Foreign Investment ,
Global Market ,
Mergers ,
Regulatory Oversight ,
Regulatory Requirements ,
Risk Assessment ,
Russia ,
Ukraine
REIT management and boards of directors should review their defensive profile and consider whether to prepare a rights plan.
Key Points:
..Unprecedented market volatility and investor uncertainty due to the coronavirus...more
Tailored considerations for boards of directors and management in the current environment.
Key Points:
..Hostile takeover activity and stockholder activism often correspond with or follow periods of extreme market...more
The message that environmental, social, and governance issues can drive stockholder value resonates ever more clearly today.
In 2017, Latham lawyers discussed how directors can use environmental, social, and governance...more
The exit outlook for Israeli M&A is especially positive, particularly in light of the ever-growing interest from the Far East. While the vast majority of inbound capital still comes from the US, China has emerged as a...more