The current proxy season presents new challenges and opportunities for U.S. companies as they face shifting expectations regarding board diversity. There are a number of notable developments. The Fifth Circuit Court of Appeals decision to vacate the Nasdaq diversity rules, which required Nasdaq-listed companies to disclose board diversity statistics and have a minimum number of
ISS Announces Halting Diversity-Based Voting Recommendations
On February 11, 2025, Institutional Shareholder Services, Inc. (ISS) announced that it will be halting consideration of certain diversity factors indefinitely when making vote recommendations with respect to the election and re-election of U.S. company directors under its Benchmark and Specialty policies. ISS will no longer be considering the gender, racial or ethnic diversity of
Redrafting the Blueprint: Delaware Legislature Proposes Amendments to DGCL amid DExit Concerns
On February 17, 2025, the Delaware legislature introduced Senate Bill 21 (SB21) and Senate Concurrent Resolution 17 (SCR17). SB21 proposes amendments to the Delaware General Corporate Law (DGCL) that expand the safe harbor afforded in the context of certain interested transactions, while also proposing amendments to the DGCL 220 concerning books and records inspections. SCR17
Exiting Delaware: The TripAdvisor Decision
On February 4, 2025, the Delaware Supreme Court (the “Court”) overturned a prior ruling by the Delaware Court of Chancery, which subjected TripAdvisor Inc.’s (“TripAdvisor”) and Liberty TripAdvisor Holdings Inc.’s (“Liberty”) corporate conversions to Nevada to an entire fairness review. Instead, the Court determined that the business judgment rule was the appropriate standard of review
SEC Rescinds Crypto Asset Accounting Guidance
The Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 122 to rescind the interpretive guidance previously provided in SAB 121. SAB 121 was originally issued in order to address accounting for obligations related to safeguarding crypto assets held by entities on behalf of platform users. It required entities to recognize both a
2025 SEC Filing Deadlines and Financial Statement Staleness Dates
This Legal Update summarizes the US Securities and Exchange Commission’s 2025 calendar year filing deadlines and financial statement staleness dates.
Continue reading this Legal Update.
MB Sounding Board: Dual Listed Companies and Associated Challenges
Thinking about a dual listing? In this MB Sounding Board, partner Anna Pinedo talks to Joe Magnas, Senior Director of Legal Affairs of Protalix BioTherapeutics, Inc. Protalix is an Israel-based pharmaceutical company. During the discussion, Joe talks about the benefits, challenges, requirements, and special considerations associated with maintaining a dual listing.
Inside the Numbers: Year Two of Pay Versus Performance Disclosures
During the Practising Law Institute’s 56th Annual Institute on Securities Regulation, Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) Deputy Director for Disclosure Operations Cicely Lamothe shared valuable insights on implementation of the SEC’s pay versus performance (PvP) rules. The SEC adopted these rules in 2022, which require disclosure of five years of
Proxy Season: Hot Topics
On November 13, 2024, at the Practicing Law Institute’s 56th Annual Institute on Securities Regulation, panelists shared key updates from this year’s proxy season and highlighted emerging trends to watch in 2025. Public companies experienced favorable voting outcomes across compensation, activism, shareholder proposals, and director elections in 2024.
Activism and the Impact of the Universal
Accounting and Auditing Insights from PLI’s 56th Annual Institute on Securities Regulation
On November 13, 2024, during the Practising Law Institute’s 56th Annual Institute on Securities Regulation, a panel discussed critical updates in accounting and auditing, emphasizing the evolving landscape shaped by the Financial Accounting Standards Board (FASB) and the Public Company Accounting Oversight Board (PCAOB), including the below.
- Segment Reporting (ASU 2023-02). This update mandates