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
MB Sounding Board: 2025 Outlook for Boards
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
Updates to Exchange Act Rule 10b5-1 Compliance and Disclosure Interpretations
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the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) announced several new, withdrawn or revised Compliance and Disclosure Interpretations, all relating to Exchange Act Rule 10b5-1, covering trading “on the basis of” material nonpublic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 Future of Board Diversity Disclosures
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
Tracing Trouble: Ninth Circuit Dismisses Slack Investor Lawsuit
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
Reminder | State of Play: Delaware’s Corporate Franchise Business
Seminar: February 24, 2025
6:00 – 8:00 p.m.
Register here.
Join the leaders of prominent university corporate governance centers for a discussion on one of the hottest topics in the field: Delaware’s continued leadership in the corporate chartering business. Delaware’s legislature began considering reforms to its corporate law addressing oversight of controlling shareholder transactions.
10-K Risk Factors in a Rapidly Changing World
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
State of Play: Delaware’s Corporate Franchise Business
- Lawrence A. Cunningham, Director, John L. Weinberg Center for Corporate Governance, University of
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.