Many stockholders or classes of stockholders hold rights to appoint individuals to serve as directors on corporate boards. Recent Delaware Chancery Court opinions highlight the risk of liability for designated directors and the stockholders who appoint them. This Legal Update provides guidance on how such directors and stockholders can navigate these risks, particularly in light
Set a Reminder for Your Annual EDGAR Confirmation
Every entity and individual that maintains an EDGAR filer account, including public companies and Section 16 reporting persons (officers, directors, and 10%+ beneficial owners), is subject to the Annual EDGAR Confirmation requirement. The process is straightforward, but failing to complete it can cause headaches. Once a year, each filer must log into its Filer Management dashboard
Getting on Board Training Program: Risk Oversight in the Modern Boardroom: A Director’s Perspective on Governance, Judgment, and Corporate Responsibility
Webinar: June 23, 2026 | 8:30 a.m. – 9:30 a.m. ET
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Corporate boards today face expanding expectations and intensifying scrutiny. Directors are expected to oversee not only traditional financial and operational risks, but also cybersecurity, AI, geopolitics, regulatory complexity, reputational exposure, workforce issues, activist pressures, and rapidly changing disclosure requirements.
SEC Proposes Rules Simplifying Filer Status Determinations and Increasing Disclosure Accommodations
On May 19, 2026, the U.S. Securities and Exchange Commission (the “SEC”) published two rulemaking proposals, each of which would substantially revise the requirements of the U.S. federal securities laws applicable to public companies. These proposals mark the next step in SEC Chair Paul Atkins’ mission to grow the U.S. capital markets and “make IPOs
Leveling the Shelf: The SEC’s Proposal on Registered Offering Reform
On May 19, 2026, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) proposed extensive amendments to the registered offering framework under the Securities Act of 1933, as amended (the “Securities Act”). The SEC’s rulemaking proposal on Registered Offering Reform (the “Proposal”) has the potential to be the most significant offering reform in
SEC Proposes Optional Semiannual Reporting Framework for Public Companies
Today, the Securities and Exchange Commission (the “SEC”) proposed a rule and form amendments that would allow public companies to file semiannual reports to meet their interim reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , as well as related amendments to certain financial
Getting on Board Training Program: How Boards Manage and Meet Rising Responsibilities
Hybrid Seminar: March 25, 2026 | 8:30 a.m. – 9:30 a.m. ET
Mayer Brown New York Office | Zoom
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Corporate boards are busier than ever, and governance arrangements continue to adapt to meet expanding expectations. After a brisk review of the duties and protections applicable to directors, Lawrence Cunningham (Presiding Director, Weinberg
Delaware Supreme Court Upholds Safe Harbor Procedures for Conflicted Transactions
In a decision with significant implications for transactions involving controlling stockholders and other conflicted fiduciaries, the Delaware Supreme Court has upheld the constitutionality of a series of amendments to Delaware General Corporation Law (DGCL) §144, enacted in 2025. See Rutledge v. Clearway Energy Group LLC, No. 248, 2025 (Del. February 27, 2026).
The holding
EDGAR Next and Exchange Delegation: A New Compliance Consideration for Listed Companies
On January 27, 2026, the New York Stock Exchange (“NYSE”) issued its annual listed company guidance, highlighting an important but often overlooked consequence of the Securities and Exchange Commission’s (“SEC”) transition to EDGAR Next: the need for listed companies to add their exchange as a “delegated entity” on the EDGAR Next platform.
Background on
Getting on Board Training Program: D&O Insurance & What Directors Need to Know
Hybrid Seminar: February 26, 2026
5:00 p.m. – 6:00 p.m. ET
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Litigation risks facing directors, officers, and corporations are inevitable and increasingly complex. What can you do to make your company and yourself more defensible from lawsuits? What protections are available through risk transfer instruments like directors & officers (D&O) insurance and