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Jones Day

Holding Proxy Advisors' Feet to the Fire

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Proxy advisors, and specifically ISS and Glass Lewis, are in the business of advising asset managers on whether to vote for or against the thousands of director nominees and proposals that are presented to shareholders each...more

Mintz Edge

Delaware’s Corporate Law in the Culture War: What It Means for Startups and Founders

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A recent New York Times article titled “Delaware Law Has Entered the Culture War“ has highlighted a surprising trend: companies like Tesla, Dropbox, and Meta are reconsidering their incorporation in Delaware, long considered...more

Cooley LLP

Under the new Administration, will Enforcement have a lighter touch?

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Reuters is reporting exclusively that, according to its sources, under the new Administration, some Enforcement staff at the SEC “have been told they need to seek permission from the politically appointed leadership before...more

Cadwalader, Wickersham & Taft LLP

“Not Inquisitors”: Delaware Court of Chancery Shuts Down Sprawling Stockholder Inspection Demand Seeking to Investigate...

In a recent decision, Roberta Ann K.W. Wong Leung Revocable Trust v. Amazon.com, Inc., No. 2023-1251-BWD (Del. Ch. Oct. 24, 2024), the Delaware Court of Chancery answered that question in the affirmative, shutting down a...more

Morris, Manning & Martin, LLP

Navigating AI Risks: A Guide for Board Members

As artificial intelligence (AI) continues its rapid evolution, its impact on the corporate landscape is becoming increasingly profound. For boards of directors, the rise of AI presents a unique blend of opportunities and...more

J.S. Held

2024 J.S. Held Global Risk Report: Environmental, Social & Corporate Governance (ESG)

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The extraterritorial expansion of ESG laws and policies will reach a significant turning point in 2024. Investors, government regulators, and consumers are demanding greater transparency and disclosure when it comes to a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - February 2024

In this issue, we cover regulatory developments from the fourth quarter of 2023 impacting the investment management sector, including the use of shareholder rights plans as an alternative to state control share statutes....more

Hicks Johnson

Landmark Ruling on Oversight Liability Creates New Risks for Corporate Officers

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According to a recent decision handed down by the Delaware courts, corporate officers must now contend with a new avenue of liability: the duty of oversight. Previously, only a company’s board could face personal liability...more

White & Case LLP

Proxy Advisory Firms Issue 2023 Voting Guidelines

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Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), the two major proxy advisory firms, recently issued their updated proxy voting guidelines for the 2023 proxy season. These policy updates...more

Fenwick & West LLP

ESG in Silicon Valley: A Look at the ESG Disclosure Practices of the SV 150 - March 2022

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Throughout the last few years, investors, proxy advisors, governance professionals and a number of stakeholders have expressed a keen interest in how companies are managing their environmental, social and governance (ESG)...more

White & Case LLP

Key Considerations for the 2022 Annual Reporting and Proxy Season

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This memorandum outlines key considerations for U.S. public companies in preparation for the 2022 annual reporting and proxy season.   ▪️ Part I of this memo, which was published in January 2022, describes key...more

Fenwick & West LLP

Best Practices for Establishing ESG Disclosure Controls and Oversight

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In recent years the demand for information regarding companies’ environmental, social and governance (ESG) activities, risks and opportunities has risen sharply. Shareholders and other stakeholders seek ESG information that...more

White & Case LLP

ISS and Glass Lewis Issue 2022 Updates: Top Six Key Policy Changes and Take-Aways

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In the past few weeks, both major proxy advisory firms, Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), have issued their updated proxy voting guidelines for the 2022 proxy season. These...more

Perkins Coie

ESG Claims in an Era of Heightened Regulatory and Litigation Risks

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From investors and shareholders to customers and employees, key stakeholders are increasingly demanding both corporate action and broad-based public disclosure of environmental, social, and governance (ESG) issues. As...more

McDermott Will & Emery

Corporate Law & Governance Update - February 2019

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INCREASING FOCUS ON CORPORATE PURPOSE - There is a notable increase in governance discourse on the relationship of corporate purpose to sustainable revenue growth, in the context of changing social and political...more

Hogan Lovells

French Legal and Regulatory Update - May 2017

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The Paris office of Hogan Lovells is pleased to provide this English language edition of our monthly e-newsletter, which offers a legal and regulatory update covering France and Europe for May 2017. ...more

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