Sidley Perspectives on M&A and Corporate Governance

Sidley is pleased to share the June 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

• Earnings Pre-Release Considerations
• Update on the First Proxy Campaign Season With Universal Proxy Cards
• Corporate Officers’ Role in Corporate Governance: What Officers Need to Know

JUDICIAL DEVELOPMENTS

• Delaware Chancery Court Further Defines the Contours of What Constitutes a Sale of “Substantially All” Assets
• The Forum Selection Saga Continues: Part II
• Delaware Chancery Court Cancels Corwin for Post-Close Claims for Injunctive Relief
• Potential Control Does Not Equal Actual Control: Business Judgment Rule Protects Oracle-Netsuite Transaction

M&A DEVELOPMENTS

• “Springing Rights” Are Not Permissible When a CFIUS Filing is Mandatory

CORPORATE GOVERNANCE DEVELOPMENTS

• A Word of Caution for Boards Navigating Potential Disputes Among Directors or With Funds They Manage
• Expect More Delaware Corporations to Propose Officer Exculpation Charter Amendments Next Proxy Season

SEC DEVELOPMENTS

• Listed Companies Must Adopt Dodd-Frank Compliant Clawback Policies by December 1, 2023
• New SEC Rules Will Require More Detailed, Quarterly Disclosure of Buybacks and Rule 10b5-1 Plans Starting With the 2023 Form 10-K
• SEC Targets October 2023 to Finalize Key Rulemakings, Including on Climate Change and Cybersecurity Disclosures

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