22 December 2020

Sidley Perspectives on M&A and Corporate Governance

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Sidley is pleased to share the December 2020 issue of Sidley Perspectives on M&A and Corporate Governance, a quarterly newsletter designed to keep you current on what we consider to be the most important legal developments involving M&A and corporate governance matters.

ANALYSIS

  • Sharing Board Meeting Minutes With Independent Auditors: A Litigator’s Perspective
  • Steps for Corporate Boards Serious About Improving Diversity in the Boardroom

JUDICIAL DEVELOPMENTS

  • Finally, Some COVID-19-Related M&A Guidance: Delaware Court of Chancery Issues Decision Analyzing MAE and Ordinary Course Provisions During COVID-19
  • Delaware Court of Chancery Invokes Rarely Successful “Fraud-on-the-Board” Theory, Permitting Duty of Loyalty Claims to Proceed
  • Delaware Supreme Court Reaffirms Import of Deal Value In Resolving Appraisal Petitions
  • Under Delaware Law, Appraisal Actions Do Not Constitute “Securities Claims” Covered by D&O Policy

LEGISLATIVE DEVELOPMENTS

  • House Passes Bill to Delist Foreign Companies From U.S. Stock Exchanges

SEC DEVELOPMENTS

  • SEC Charges Company for Internal Controls Violations When It Implemented a Stock Buyback Plan Just Before Resuming Merger Discussions

CORPORATE GOVERNANCE DEVELOPMENTS

  • Nasdaq Aims to Increase Board Diversity Through New Proposed Listing Requirements
  • BlackRock Announces Plans to Vote Against Directors and Support Shareholder Proposals More Frequently in 2021 to Spur Action on ESG Matters
  • Coalition Led by State Treasurers Urges Russell 3000 Companies to Disclose Board Diversity Data in 2021 Proxy Statements
  • Influential Working Group Releases Practical Guidance for Hosting Virtual Shareholder Meetings

Current and past issues of Sidley Perspectives on M&A and Corporate Governance are available on our website. View the December 2020 issue here and past issues here.

If you have any questions regarding this issue of Sidley Perspectives or suggestions for topics to be covered in future issues, please contact the Sidley lawyer with whom you usually work or Claire Holland, the editor of the newsletter, at cholland@sidley.com.