Sidley Perspectives on M&A and Corporate Governance

Sidley is pleased to share the Spring 2019 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. Topics covered in this issue include the following:

ANALYSIS

• Getting Your Carveout Sale Done in 2019
• Rent-A-Center: A $1.365 Billion Reminder on Reminders

JUDICIAL DEVELOPMENTS

• Delaware Chancery Court Endorses Merger Agreement Provision Prohibiting a Buyer from Using the Target Company's Pre-Closing Privileged Communications in Post-Closing Litigation
• Delaware Supreme Court Further Clarifies MFW Requirement for Conditions to Be in Place "Ab Initio"
• Delaware Supreme Court Reverses Aruba Appraisal Decision and Pegs Fair Value at Deal Price Less Synergies
• U.S. Supreme Court Declines to Resolve Whether Scienter or Negligence Is the Applicable Legal Standard for Claims Involving Tender Offers
• Consent to Personal Jurisdiction May Be Implied by Adoption of a Delaware Forum Selection Bylaw
• Former Executives Entitled to Advancement of Legal Fees to Defend Clawback Suits Despite Alleged Misconduct
• Generic Statements Affirming the Importance of Regulatory Compliance Cannot Form the Basis of a Fraud Case

REGULATORY DEVELOPMENTS

• SEC Proposes Amendments to Financial Disclosure Rules Relating to Business Acquisitions and Dispositions
• SEC Will Host a Roundtable This Summer on Potential Regulatory Changes to Address Short-Termism Concerns
• DOJ Publishes New Guidance on Evaluating Corporate Compliance Programs
• Proposed Amendments to Filer Definitions Would Exempt More Issuers From Sarbanes-Oxley 404(b) Auditor Attestation Requirement
• CFIUS Imposes Record $1 Million Penalty for Repeated Breaches of a Mitigation Agreement
• SEC Adopts FAST Act Amendments to Modernize and Simplify Its Disclosure Rules
• PCAOB Staff Issues New CAM Implementation Guidance

CORPORATE GOVERNANCE DEVELOPMENTS

• Vanguard Adopts a Rigorous New Policy to Vote Against Overboard Directors

Current and past issues of Sidley Perspectives on M&A and Corporate Governance are available on our website. View the Spring 2019 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.