Sidley Perspectives on M&A and Corporate Governance

Sidley is pleased to announce the launch 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 the newsletter will include, among others:

• 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.

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

Click here to view the newsletter.

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If you have any questions regarding this issue of Sidley Perspectives, please contact the Sidley lawyer with whom you usually work or Claire Holland, the editor of the newsletter, at cholland@sidley.com.

Corporate Governance

M&A

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