Sidley Perspectives on M&A and Corporate Governance

Sidley is pleased to share the March 2021 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

• Back To The Future: New Lines Drawn For Poison Pills
• “An Ounce of Prevention Is Worth a Pound of Cure”: Effective Practices for Board Minutes and Related Board Materials 

JUDICIAL DEVELOPMENTS

• Delaware Court of Chancery Orders Company to Wave Goodbye to Privilege After Seconded Employees Use Other Company Email to Discuss Non-Company Business 
• Delaware Court of Chancery Will Evaluate Third-Party Sales of Controlled Companies Under the Enhanced Scrutiny Standard of Review
• Caremark Claims: Not Mission Impossible, but Still Risky Business for Plaintiffs
• Delaware Court of Chancery Allows Breach of Fiduciary Duty Claims Stemming From CBS-Viacom Merger to Proceed
• Durham v. Grapetree, LLC: A Helpful Affirmation of the Limits on the Scope of Section 220 Inspections in the Context of Email and Text Communications

CORPORATE GOVERNANCE DEVELOPMENTS

• BlackRock and State Street Annual Letters Focus on Climate Change and Diversity
• Nasdaq Substantially Amends Its Board Diversity Proposal in Response to Public Comments
• Glass Lewis Outlines Expectations for Companies Holding Virtual-Only Annual Shareholder Meetings

SEC DEVELOPMENTS

• SEC Gears Up to Tackle Climate and ESG Disclosure

Current and past issues of Sidley Perspectives on M&A and Corporate Governance are available on our website. View the March 2021 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.