Public company boards are facing an unprecedented convergence of destabilizing forces, including geopolitical shocks, inflation, supply-chain disruptions, social unrest, and rapid technological change. At the same time,...more
7/8/2025
/ Board of Directors ,
Corporate Culture ,
Corporate Governance ,
Fiduciary Duty ,
Market Volatility ,
Risk Assessment ,
Risk Management ,
Shareholders ,
Stakeholder Engagement ,
Succession Planning ,
Transparency
The Texas Legislature recently has taken Texas-sized steps intended to make the state a more attractive place for companies to form, reincorporate, or relocate, further advancing Texas’s efforts to rival Delaware as a...more
7/8/2025
/ Attorney's Fees ,
Business Court ,
Business Entities ,
Business Formation ,
Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Derivative Suit ,
Disclosure ,
Duty of Care ,
Incorporation ,
Jury Trial ,
Legislative Agendas ,
New Legislation ,
Regulatory Reform ,
Shareholder Rights ,
Shareholders ,
Stocks ,
Subject Matter Jurisdiction ,
Texas
On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 ("SB 2337") to impose first-of-its-kind regulation and significant disclosure obligations on proxy advisors, such as ISS and Glass Lewis. SB 2337 aims to...more
6/26/2025
/ Business Advice ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Investment ,
New Legislation ,
Proxy Advisors ,
Regulatory Reform ,
Regulatory Requirements ,
Shareholder Proposals ,
Texas
On March 25, 2025, Delaware enacted amendments to the Delaware General Corporation Law ("DGCL") that provide much-needed clarity, promote predictability for the benefit of stockholders and fiduciaries alike, and appropriately...more
3/27/2025
/ Amended Legislation ,
Board of Directors ,
Business Litigation ,
Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Doing Business ,
Fiduciary Duty ,
Jurisdiction ,
New Legislation ,
Regulatory Reform ,
Risk Management ,
Shareholders
Controlled companies and their directors appealed the denial of their motions to dismiss claims by stockholder-plaintiffs challenging the conversions of the companies from Delaware to Nevada corporations....more
The Situation: Boards of directors face increasingly intense workloads, pressure to respond to developments in real time, and exposure to a higher level of legal risk than ever before....more
A Washington federal judge dismissed challenges to Starbucks's Diversity, Equity, and Inclusion ("DEI") policies in a strongly worded opinion, making clear that politics don't belong in his courtroom....more
After a record-breaking 2021, deal activity in 2022 dropped by 37%, its largest year-over-year decline since 2001. Facing all the 2022 headwinds, including a difficult and uncertain financing market, the Ukraine war,...more
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, and increased...more
2/4/2022
/ Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Infectious Diseases ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Risk Management ,
Securities Regulation ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders
The focus on ESG across the business spectrum ramped up over the course of 2021, surpassing several milestones along the way and resulting in a surge of regulatory changes and new initiatives by the end of the year....more
2/2/2022
/ Business Strategies ,
Capital Investments ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
Financial Institutions ,
Green Bonds ,
Initial Public Offering (IPO) ,
Sustainability
TRANSACTIONAL PERSPECTIVES ON 2022 -
What are the trends, risks, and opportunities in 2022?
As dealmakers recover from a record-breaking 2021, we expect another busy year in 2022. While risks in the financing market,...more
1/31/2022
/ Acquisition Agreements ,
Capital Markets ,
Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Corporate Sales Transactions ,
Environmental Social & Governance (ESG) ,
Financing ,
Foreign Investment ,
Infectious Diseases ,
Initial Public Offering (IPO) ,
Merger Agreements ,
Private Equity ,
Special Purpose Acquisition Companies (SPACs) ,
Venture Capital
ESG/DEI will be the leading theme in the upcoming proxy season by a wide margin because of a confluence of events affecting society generally: acceptance in popular and financial media of climate change as an overriding...more
ESG/DEI Frenzy in 2022 -
Investor losses resulting from stock market crashes have driven most major turns in corporate governance. In this century, director independence and audit/accounting assurance came into focus after...more
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
8/16/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
The Situation: A number of shareholder derivative lawsuits in federal court have been filed seeking to hold directors and officers of major companies accountable for alleged failures to uphold their companies' stated...more
7/20/2021
/ Board of Directors ,
Corporate Governance ,
Derivative Suit ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Forum Selection ,
Motion to Dismiss ,
Securities Regulation ,
Securities Violations ,
Shareholder Litigation ,
Shareholders
The Situation: In November 2019, the U.S. Securities and Exchange Commission ("SEC") proposed certain amendments to Rule 14a-8 of the Securities Exchange Act of 1934, the rule that permits a qualifying shareholder to include...more
The Situation: On July 22, 2020, the U.S. Securities and Exchange Commission ("SEC") adopted final rule amendments to regulate proxy voting advice as part of its emphasis on modernizing the proxy process. The final SEC...more
8/19/2020
/ Anti-Fraud Provisions ,
Conflicts of Interest ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Policies and Procedures ,
Proposed Amendments ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Voting Guidelines ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Solicitation
The Situation: In response in part to the COVID-19 pandemic, the Delaware legislature amended the Delaware General Corporation Law to address emergency bylaws and related powers exercised by a corporation's board of...more
8/17/2020
/ Board of Directors ,
Bylaws ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Governance ,
Delaware General Corporation Law ,
Directors ,
Emergency Management Plans ,
Emergency Powers ,
Indemnification ,
New Amendments ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings
The Investor Advisory Committee of the U.S. Securities and Exchange Commission ("SEC") recently recommended that the SEC promulgate specific disclosure policies regarding environmental, social, and governance ("ESG") topics...more
Since the introduction of environmental, social, and governance ("ESG") investing, the environmental and governance aspects have garnered significantly more focus. Issues such as climate change (under the "E") and board...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
Uncertainty defined the global M&A market in 2019. Geopolitical and international trade tensions, increased activism, and high valuations slowed M&A activity, as businesses worldwide reassessed risk. Many companies refocused...more
The Situation: BlackRock, the world's largest asset management firm, announced initiatives to make climate change and other sustainability issues a cornerstone of its investment strategy, including plans to increase offerings...more
The Background: SEC Staff Legal Bulletin 14K offers new guidance for companies seeking to exclude Rule 14a-8 shareholder proposals relating to a company's "ordinary business" operations.
The Issue: The SEC's previously...more
The Background: The U.S. Securities and Exchange Commission ("the SEC") has announced that it may no longer review no-action letter requests relating to shareholder proposals submitted to companies under Rule 14a-8. The SEC...more
9/3/2019
/ Board of Directors ,
Bylaws ,
Corporate Governance ,
New Guidance ,
No-Action Letters ,
No-Action Relief ,
No-Action Requests ,
Proxy Season ,
Proxy Statements ,
Rule 144A ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Stakeholder Engagement