In a recent enforcement action, the SEC concluded that the relationship between James Craigie and an officer of Church & Dwight Co. fatally undermined Craigie’s status as an “independent director” of the company under New...more
Recently, the SEC announced settled charges against a former chairman/CEO and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without informing...more
Directors must cope with constantly shifting challenges. To help boards navigate these, Skadden launched The Informed Board, a periodic collection of concise articles that provide broad insights about key issues directors...more
In our November 2, 2021 blog post, we highlighted a number of considerations for the 2022 proxy season. Based on recent developments, the following are some additional items...more
As we head into a new proxy season, this SEC order involving settled charges against Leaf Group Ltd. might be a good case to keep in mind. In this case, the SEC charged that Leaf did not adequately identify and analyze—and...more
On August 19, 2021, the New York Stock Exchange (NYSE) filed an immediately effective rule change (Rule Proposal) restoring a transaction value and materiality threshold for related party transactions that require independent...more
On September 27, 2018, the United States Securities and Exchange Commission (“SEC”) charged Elon Musk, the Chairman and CEO of Tesla, Inc., a publically-traded California-based technology company that specializes in electric...more
In a recent speech, SEC Chair Mary Jo White discussed the current role of mutual fund directors and what the SEC expects of them going forward. The Role of Independent Directors in Assessing Risk - In remarks at the...more
On September 22, the Securities and Exchange Commission proposed a comprehensive package of rule reforms designed to enhance effective liquidity risk management by open-end funds, including mutual funds and exchange-traded...more
In derivative suits, cases are essentially lost and won at the motion to dismiss stage. Unless the defendants succeed in winning dismissal, they must confront an unhappy choice between continued litigation with all of its...more