The D&O insurance market has become more favorable for insureds, with many insurers competing for placements, allowing enterprising companies and their counsel to negotiate expanded coverage and policy enhancements....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
The decision adopts enhanced scrutiny of director fiduciary duties for de-SPAC transactions, but suggests dismissal may be appropriate when stockholders exercise redemption rights on a fully informed basis.
On January 3,...more
Environmental, social, and governance (ESG) issues continue to rise in importance for global companies, a trend driven by investors, employees, customers, and other stakeholders. How are companies approaching ESG risks and...more
UPDATE (October 29, 2015): On October 22, 2015, the Staff of the Securities and Exchange Commission’s Division of Corporate Finance issued Staff Legal Bulletin No. 14H1, clarifying when a company may exclude a shareholder...more
As the 2016 proxy season approaches, every public company should consider its position on proxy access and should have a plan for responding to a shareholder proxy access proposal. Based on lessons learned from the 2015...more