Sidley Perspectives on M&A and Corporate Governance

Sidley is pleased to share the August issue of Sidley Perspectives on M&A and Corporate Governance, a bimonthly newsletter designed to keep you current on what we consider to be the most important legal developments involving M&A and corporate governance matters. Topics covered in this issue include:

• Shareholder Votes and Standards of Judicial Review
• Shifting Winds in Delaware Appraisal Proceedings
  

• DGCL Amendments Relating to Intermediate-Form Mergers and Appraisal Proceedings Take Effect
• Proxy Advisor Reform Bill Introduced in the House of Representatives

JUDICIAL DEVELOPMENTS

• Delaware Court of Chancery Allows Termination of Merger Agreement Based on Good Faith Failure to Deliver a Required Tax Opinion
• New York Court of Appeals Is Unwilling to Expand the Scope of the Common Interest Exception in the M&A Context
• Delaware Supreme Court Upholds Damages Award to Holders of Options Canceled in Merger
• Delaware Court of Chancery Denies Attorneys’ Fee Request for Disclosures Issued in Merger Litigation
• Minnesota District Court Dismisses Shareholder Derivative Litigation Against Target’s Officers and Directors Following Cybersecurity Breach

SEC DEVELOPMENTS

• SEC Proposes Rule Amendments to Streamline its Disclosure Requirements
• SEC Amends Form 10-K to Expressly Permit Summaries
• SEC Proposes to Increase Financial Thresholds in “Smaller Reporting Company” Definition
• SEC Staff Issues Guidance Regarding the Application of Rule 701 in the M&A Context
• SEC Staff Provides Guidance on Schedule 13G Eligibility
• SEC Approves NASDAQ Rule Requiring Disclosure of “Golden Leash” Arrangements

CORPORATE GOVERNANCE DEVELOPMENTS

• Heads of Leading Public Companies and Institutional Investors Issue “Commonsense” Corporate Governance Principles

ANTITRUST DEVELOPMENTS

• FTC Sharply Increases HSR Penalties, As DOJ Imposes Record Penalty for “Investment-Only” Violation

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

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Sidley Austin provides this information as a service to clients and other friends for educational purposes only. It should not be construed or relied on as legal advice or to create a lawyer-client relationship.

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