28 December 2021

Sidley Perspectives on M&A and Corporate Governance

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Sidley is pleased to share the December 2021 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

  • Recent DOJ Criminal and Cyber Fraud Development—Preparing for the Signaled Step-Up
    in Enforcement
  • SEC Dramatically Changes the Rules for Proxy Contests, Adopts Universal Proxy
  • Board Oversight: Key Focus Areas for 2022

JUDICIAL DEVELOPMENTS

  • Delaware Court of Chancery Enforces Advance Notice Bylaw Where Stockholders Failed to
    Supply Required Information
  • Controller’s Reliance on a “Sham” Opinion of Counsel to Effect a Take-Private Leads to
    $700M Damages Award
  • In a Rare Move, Delaware Court of Chancery Enjoins Stockholder Meeting
    for Disclosure Violations
  • Delaware Supreme Court Confirms Appraisal Rights May Be Waived Contractually—
    Query What Else May Be

CORPORATE GOVERNANCE DEVELOPMENTS

  • ISS and Glass Lewis Release Policy Updates for 2022

SEC DEVELOPMENTS

  • SEC Proposes to Rescind Final Rules Adopted in July 2020 Regulating Proxy Advisors
  • SEC Enforcement Action Targets Inadequate Disclosure of Perks and Stock Pledges

Current and past issues of Sidley Perspectives on M&A and Corporate Governance are available on our website. View the December 2021 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.