- Delaware and other judicial opinions and legislative developments,
- SEC, NYSE and NASDAQ developments pertinent to M&A and corporate governance,
- market developments related to shareholder activism, and
- M&A tax and antitrust developments.
The newsletter will include an analysis section with opinion pieces authored by the most experienced members of our preeminent global M&A and Corporate Governance and Executive Compensation practice areas.
The newsletter is prepared by seasoned attorneys in the following practice areas: M&A, Corporate Governance and Executive Compensation, Securities and Shareholder Litigation, Antitrust/Competition and Tax.
Current and past issues of Sidley Perspectives on M&A and Corporate Governance will be available on our website.
In this issue:
- The Evolving Response to Shareholder Activism
- SEC and PCAOB Renewed Focus on Audit Committees and Audit Committee Member Conduct
- Proxy Access Gaining Momentum
- Peppercorn of Consideration No Longer Sufficient to Support an M&A Settlement
- Enhanced Protection for Independent Directors
- Third Circuit Clarifies Application of Rule 14a-8’s “Ordinary Business” Exclusion
- Disclosure of Actual (Not Approximate) Annual Meeting Date Required to Trigger Notice Period Under Certain Advance Notice Bylaws
- Consider Asking Shareholders to Approve Meaningful Limits on Director Equity Compensation
- DGCL Amendments Endorsing Forum Selection and Prohibiting Fee-Shifting Take Effect
- DGCL Amendment Permits Non-Directors to Make Restricted Stock Grants
- SEC Proposes Compensation Clawback Rules
- Update on SEC Staff Review of Rule 14a-8(i)(9)
- SEC to Consider Adoption of Final Pay Ratio Rules on August 5
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