Conference| October 9-10, 2025
Mayer Brown is pleased to be lead affiliate of Northwestern Law’s 45th Annual Ray Garrett Jr. Corporate & Securities Law Institute taking place October 9 – 10, 2025. Mayer Brown partner Jodi Simala is serving as the Institute Chair and partner Jennifer Zepralka will be a panelist for the “Managing through
The SEC Office of the Advocate for Small Business Capital Formation recently hosted policy roundtables reexamining the IPO on-ramp and reassessing the framework for small public companies. Mayer Brown Partner Jennifer Zepralka joined the roundtables to examine ways to encourage more companies, particularly smaller companies, to go public and stay public.
See the recordings and
On June 26, 2025, the U.S. Securities and Exchange Commission (SEC) hosted a roundtable on executive compensation disclosure requirements with representatives from public companies, their advisors, and investors.
The program began with remarks from Chairman Atkins and Commissioners Peirce and Uyeda, each of whom indicated their support for reexamining the rules. Chairman Atkins, calling the
In today’s corporate governance landscape, clawback and malus provisions have become key tools for promoting accountability and integrity. By incorporating these provisions, companies aim to align executive actions with the long-term interests of the company and its shareholders.
A “clawback” or “malus” provision enables a company to recover previously paid compensation (either by requiring repayment or reducing
In this episode of Mayer Brown’s Global Corporate M&A podcast, Mayer Brown partners Andrew Noreuil and Brian Massengill discuss this year’s amendments to the Delaware General Corporation Law, which have fundamentally altered the landscape for conflicted transactions. Our partners provide insight into the new statutory safe harbors, updated definitions for controlling stockholders and disinterested directors
Delaware has overhauled its framework for stockholder books and records inspection rights. Amendments to Delaware General Corporation Law (DGCL) §220, enacted on March 25, 2025, seek to address the concern that inspection rights had become overly burdensome for corporations. Amended §220 generally narrows the scope of records available for inspection to a limited set of
In this episode, Robyn Bew, EY Americas Center for Board Matters Director, shares insights from the EY Americas Board Priorities 2025 report. Robyn discusses how corporate boards’ priorities have evolved year-over-year, including oversight of management’s response to volatile economic conditions and capital allocation strategies. Our guest also talks about directors’ increased focus on innovation
On April 25, 2025, the staff (the “Staff”) of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) announced several new, withdrawn or revised Compliance and Disclosure Interpretations, all relating to Exchange Act Rule 10b5-1, covering trading “on the basis of” material nonpublic information as it relates to insider trading. In all
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
On February 10, 2025, the Ninth Circuit Court of Appeals ruled in favor of Slack Technologies LLC, dismissing an investor class action lawsuit brought under Sections 11 and 12(a)(2) of the Securities Act. This decision follows the 2023 U.S. Supreme Court ruling, which held that the Slack plaintiffs must trace their purchased securities to the