Sidley Perspectives on M&A and Corporate Governance

Sidley is pleased to share the September 2020 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

• Hostile Takeovers and Shareholder Activism in a COVID-19 World: Past, Present and Future
• The Election Will Change Antitrust

JUDICIAL DEVELOPMENTS

• Entire Fairness Standard Applied When Controlling Stockholder Negotiated Economic Terms With a Minority Stockholder Before MFW Protections Were in Place 
• Delaware Supreme Court Revives Stockholder Suit Challenging CEO’s Failure to Disclose Proposed Post-Merger Compensation Increase to the Board 
• Management of a Delaware Corporation Cannot Unilaterally Withhold Privileged Information From Directors 
• California Court Upholds Delaware Corporation’s Exclusive Federal Forum Charter Provision 

LEGISLATIVE DEVELOPMENTS

• 2020 DGCL Amendments Address Emergency Powers, Dividend Payments and Mandatory Indemnification
• California-Based Corporations Must Have Directors From Underrepresented Communities by End of 2021

CORPORATE GOVERNANCE DEVELOPMENTS

• Key Developments From the 2020 Proxy Season 
• Leading Sustainability Standard-Setters Unite to Develop a More Coherent, Comprehensive Sustainability Reporting System

Current and past issues of Sidley Perspectives on M&A and Corporate Governance are available on our website. View the September 2020 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.