The Background: The Delaware Chancery Court held that a board of directors breached its fiduciary duties in adopting a shareholder rights plan, or "poison pill," with an unprecedented combination of "extreme" features,...more
The Background: Beginning with this proxy season, ISS will use metrics based on "EVA"—economic value added—as part of its pay-for-performance analyses. ISS claims that this use of EVA-based metrics will present a better...more
The Background: Corporate share buybacks skyrocketed in today's low interest rate environment and the trend is likely to continue.
The Issue: Although stock buybacks are an efficient method to return cash to shareholders,...more
The Background: The spotlight on board diversity—particularly gender diversity—will continue to be a central theme in the 2019 proxy season.
The Issue: Public company directors should anticipate that their board's...more
The Background: In recent years, issues relating to environmental, social, and governance ("ESG") topics have become higher corporate priorities, tracking with the developing expectations of investors and the public.
The...more
The Background: Technology has transformed the way that directors receive and review information and communicate with each other and with management.
The Issue: Although many modern board practices are more secure and...more
7/16/2018
/ Attorney-Client Privilege ,
Best Practices ,
Board of Directors ,
Cybersecurity ,
Data Loss Prevention ,
Data Retention ,
Discovery ,
Document Retention Policies ,
Duty to Preserve ,
Electronically Stored Information ,
Internal Communications ,
Policies and Procedures ,
Popular ,
Recordkeeping Requirements ,
Risk Assessment
The Situation: BlackRock, the world's largest money management firm, has issued a new call to corporate America: Take a leadership role in responding to broader social issues, including sustainability, diversity and economic...more
A MESSAGE FROM LYLE GANSKE, WORLDWIDE M&A PRACTICE LEADER -
Early expectations for an outstanding year for M&A activity in 2017 (based on the very promising conditions in place at the end of 2016) were fulfilled in part,...more
1/25/2018
/ Acquisitions ,
China ,
Client Services ,
Contract Terms ,
Cross-Border Transactions ,
EU ,
Foreign Acquisitions ,
Foreign Direct Investment ,
Foreign Investment ,
Investment Adviser ,
Merger Controls ,
Mergers ,
Popular ,
Real Estate Companies ,
Technology Sector
The Background: The NYC Pension Funds, which led the largely successful campaign to implement proxy access rights across corporate America, have launched a new crusade to improve the diversity of corporate boards....more
10/2/2017
/ Board of Directors ,
Business Roundtable ,
CEOs ,
Check the Box Rules ,
Director Nominations ,
Diversity ,
Investors ,
Pension Funds ,
Proxy Access ,
Publicly-Traded Companies ,
Shareholders ,
Transparency
Earlier this month, General Motors ("GM") won a decisive victory in a proxy contest waged by Greenlight Capital, the activist fund headed by David Einhorn. Greenlight claimed that GM's shares, which were trading at a price...more