Considerations for Directors

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In this episode (approx. 10 minutes), Professor Anat Alon-Beck of Case-Western Reserve University School of Law (follow her work on SSRN) talks to us about her scholarship. In particular, Prof. Alon-Beck discusses some of the findings regarding competition among states to attract businesses—including Texas and Nevada. Prof. Alon-Beck also discusses incorporation trends for growth…

Delaware Governor Matt Meyer signed Senate Bill 21 (“SB 21”) into law Tuesday night, pushing forward a measure that has drawn strong criticism from shareholder and consumer advocacy groups.

The bill made its way to the governor’s desk after a debate in the House, where it passed with a 32 to 7 vote and two members…

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…

Last week, the U.S. Securities and Exchange Commission’s (the “Commission”) Division of Corporation Finance revised two Compliance and Disclosure Interpretations (“C&DIs”) relating to beneficial ownership disclosures on Schedules 13D and 13G.  Schedule 13D is required to be filed to report 5% or greater ownership of a class of equity securities of a public company, while…

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…

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…

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…

As many public companies finalize the disclosure in their Annual Reports on Form 10-K, they should consider paying particular attention to their risk factors in light of the multitude of federal government actions following President Trump’s inauguration.  Since January 20, a flurry of Executive Orders has been issued, focusing on areas including immigration, federal government…

On January 27, 2025, the staff of the US Securities and Exchange Commission updated its Compliance and Disclosure Interpretations (“C&DIs”) for Proxy Rules and Schedules 14A/14C with respect to notices of exempt solicitations under Rule 14a-6(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Rule 14a-2(b)(1) of the Exchange Act exempts…

The US Supreme Court has stayed the injunction against the Corporate Transparency Act (CTA), but the requirement for companies to file beneficial ownership information remains suspended, creating ongoing uncertainty about compliance timelines. This Legal Update summarizes status and notes potential developments that could impact companies’ reporting obligations. Continue reading.