Sidley Perspectives on M&A and Corporate Governance

Sidley is pleased to share the September 2023 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

• AI and the Role of the Board of Directors 
• The Board as Activist 
• Five Essential D&O Insurance Questions

JUDICIAL DEVELOPMENTS

• Magellan Health: A New North Star for Mootness Fee Disputes May Reduce Payments to Plaintiff’s Counsel
• The Culture Wars Come For DGCL Section 220
• Entire Fairness Does Not Require Perfection
• Caesar’s Wife: How a Single-Member Special Litigation Committee Can Avoid Reproach

LEGISLATIVE DEVELOPMENTS

• 2023 DGCL Amendments Eliminate the Need for Stockholder Approval of Certain Stock Splits and Streamline the Process for Ratifying Defective Corporate Acts

CORPORATE GOVERNANCE DEVELOPMENTS

• Nasdaq Updates Listing Standards Relating to Code of Conduct Waivers

SEC DEVELOPMENTS

• SEC Adopts Final Cybersecurity Disclosure Rules for Public Companies
• Roundup of Recent SEC Enforcement Actions
• SEC Division of Corporation Finance Publishes Sample Comments on Deficient XBRL Disclosures

REGULATORY DEVELOPMENTS

• FTC Proposes Dramatic Changes to Premerger Notification Process
• Interlocking Directorate Enforcement Continues, and FTC Expands Clayton Act’s Reach to Noncorporate Entities
• DOJ and FTC Take Merger Review in New Direction With Rewrite of Merger Guidelines

Current and past issues of Sidley Perspectives on M&A and Corporate Governance are available on our website. View the September 2023 issue 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.