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:
- Corwin’s Outer Boundaries: No “Massive Eraser”
- Delaware Supreme Court Reverses DFC Global Appraisal Decision, Finding That Merger Price Deserved Greater Weight in Determining Fair Value
- Delaware Court of Chancery Appraises Company at 57% Below Merger Price
- Conservative Approach is Best When Disclosing Relationships in Connection with Stockholder Votes
- Delaware Supreme Court Reverses Court of Chancery in Case Involving $2 Billion Working Capital Dispute
- Delaware Court of Chancery Relies on Contemporaneous Documents in Reiterating High Pleading Burden for Caremark Claims
- Another Challenge to Excessive Director Compensation Survives Motion to Dismiss
- DGCL Section 204 May Not Be Used to Ratify an Act That Stockholders Deliberately Failed to Approve
- M&A Litigation Continues to Migrate from Delaware to Federal Courts
- 2017 Amendments to DGCL Take Effect
- SEC Expands Confidential Review of Draft IPO Registration Statements to All Companies
- Hyperlinks to Exhibit Filings Required Beginning in September 2017
- Begin Preparing for CEO Pay Ratio Disclosure
- Federal Reserve Proposes Supervisory Guidance Intended to Refocus Financial Institution Boards of Directors on Core Responsibilities
CORPORATE GOVERNANCE DEVELOPMENTS
- Lone-Insider Boards: Too Much of a Good Thing?
- Key Developments from the 2017 Proxy Season
- ISS 2018 Proxy Voting Policy Formulation Underway
- S&P Dow Jones and FTSE Russell Will Exclude Companies with Multi-Class Share Structures
- Treasury Department Identifies Eight Tax Regulations for Potential Reform or Repeal
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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