Sidley Perspectives on M&A and Corporate Governance

Sidley is pleased to share the December 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

• Action Items for U.S. Public Companies to Consider for 2024
• How M&A Lawyers Can Help Clients Bridge the Valuation Gap
• Three Key Roles of the Board of Directors

JUDICIAL DEVELOPMENTS

• Con Ed Uncertainty: Delaware Chancery Court Questions Enforceability of Merger Agreement Provisions Allowing Target to Seek Lost Merger Premium
• Two Cautionary Tales: Fee Shifting Imposed for Litigating Books-and-Records Inspection Demands
• Delaware Chancery Court Awards Only Nominal Damages When an Unfair Process Resulted in a Fair Price
• U.S. Supreme Court to Decide Whether a Private Right of Action Exists for Deficient MD&A

CORPORATE GOVERNANCE DEVELOPMENTS

• Glass Lewis Proxy Voting Policy Updates for 2024

SEC DEVELOPMENTS

• New Guidance on Requesting Delayed Reporting of Cybersecurity Incident Disclosures for National Security or Public Safety Reasons
• SEC Adopts Amendments to Rules Governing Beneficial Ownership Reporting, Accelerating the Deadlines for Schedule 13D and 13G Filings
• SEC Settles Charges for Alleged Internal Accounting Controls Violations Related to Stock Buybacks
• SEC Releases Fall 2023 Rulemaking Agenda with Plans to Finalize Climate Change Disclosure Rules by April 2024

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