Corporate Governance/Boards/Activism

Sidley Represents Galera Therapeutics in Its Merger With Obsidian Therapeutics and US$350 Million Private Placement Financing

Tue, 21 Apr 2026 05:00:00 Z

Sidley Discusses Protective Orders and Generative AI in Discovery

Mon, 20 Apr 2026 05:00:00 Z

This article examines how U.S. courts are addressing generative AI in discovery, with a focus on protective orders, confidentiality, and privilege. Analyzing decisions such as Morgan v. V2X, Inc. and Jeffries v. Harcros Chemicals, Inc., it highlights emerging judicial expectations around AI safeguards, including limits on data retention, model training, and disclosure. The piece provides practical guidance for litigators and in-house counsel on drafting AI-related discovery provisions and managing risk when using AI tools. Readers will gain insight into evolving legal standards, court treatment of AI-assisted work product, and the broader impact of generative AI on litigation strategy.

Beyond Persuasion: New Dynamics in Defending Against Shareholder Activism

Fri, 17 Apr 2026 05:00:00 Z

With evolving SEC rules and new voting mechanics reshaping outcomes, boards need a disciplined and proactive approach to managing activism risk.

FactSet Ranks Sidley No. 1 for Company Defense in Q1 2026

Wed, 15 Apr 2026 05:00:00 Z

Sidley Represents AIP in Its US$1.272 Billion Acquisition of Avanos Medical

Tue, 14 Apr 2026 05:00:00 Z

Delaware LLC Parties Cannot Bypass Fiduciary Waivers via Implied Covenant

Sun, 12 Apr 2026 05:00:00 Z

Generative AI in Discovery: Protective Orders as an Emerging Point of Dispute

Mon, 06 Apr 2026 05:00:00 Z

Nineteen Sidley Lawyers Named Finalists for the Women in Business Law Americas Awards 2026

Thu, 02 Apr 2026 05:00:00 Z

The Evolution of Activism Preparedness

Mon, 30 Mar 2026 05:00:00 Z

Shareholder activism has become a structural feature of the public company landscape. What was once treated as a niche concern, or a reactive exercise, is now in-creasingly viewed as a standing crisis management practice.

This shift reflects a broader change in activism itself. Activists are more prevalent, and the pressure they exert is not limited to the merits of their thesis. A cam-paign can consume board and management time, often when the company is least well-positioned to absorb the distraction.

Preparedness now means ensuring the company is well-positioned strategically, operationally, financially, and tactically to engage on the merits without being pushed into decisions solely dictated by the activist's leverage.

Sidley Advises Shield AI on Acquisition of Aechelon

Thu, 26 Mar 2026 05:00:00 Z

Will the Iran War Become the Poison Pill for Proxy Contests This Season?

Thu, 26 Mar 2026 05:00:00 Z

Geopolitical shocks directly alter the risk calculus for shareholder activists. This article lays out factors at play in activists’ decisions as proxy season meets the Iran conflict, whether activism is likely to decline, and approaches companies should take.

Escalating hostilities in the Middle East have injected a new layer of geopolitical risk into already fragile capital markets. The effects of oil price volatility, supply chain disruption, cyberthreats, and heightened regulatory scrutiny are rippling across industries. As with tariffs last year, geopolitical shocks do not affect only a company’s operating performance; they also directly alter the risk calculus for shareholder activists. While the ultimate geopolitical trajectory remains uncertain, the immediate question for corporate America is more tactical: Will the Iran war chill proxy contests this season?

Sidley Represents Bonaccord Capital in Minority Investment in Prime Finance

Thu, 26 Mar 2026 05:00:00 Z

Private Equity Investment in U.S. Law Firms (Part II): Deal Architecture, Regulatory Boundaries, and the Lender Playbook

Wed, 25 Mar 2026 05:00:00 Z

Sidley Recognized in Legal 500 EMEA 2026

Wed, 25 Mar 2026 05:00:00 Z

How Iran War Might Reshape Proxy Contests This Year

Wed, 25 Mar 2026 05:00:00 Z

As with tariffs last year, geopolitical shocks do not affect only a company's operating performance; they also directly alter the risk calculus for shareholder activists. While the ultimate geopolitical trajectory remains uncertain, the immediate question for corporate America is more tactical: Will the Iran war affect proxy contests this season?

Fifth Circuit Holds U.S. FTC’s In-House Adjudication of Deceptive Advertising Claim Unconstitutional Under Jarkesy

Tue, 24 Mar 2026 05:00:00 Z

Securities Fraud Liability Ill-Defined Seven Years Post-Lorenzo

Mon, 23 Mar 2026 05:00:00 Z

Seven years after the Supreme Court’s decision in Lorenzo v. SEC, the scope of securities fraud scheme liability remains unsettled. The ruling expanded potential liability beyond those who “make” false statements to include individuals who disseminate or otherwise participate in fraudulent conduct. In its wake, plaintiffs have increasingly used scheme liability under Rule 10b-5(a) and (c) to pursue claims against a broader group of actors, particularly where traditional misrepresentation claims may be weaker.

While courts generally agree on the basic elements of a scheme claim —deceptive conduct, scienter, investor-focused fraud, and causation— they continue to struggle with defining what qualifies as a “deceptive act.” Key questions remain unresolved, including whether misstatements alone are sufficient, what additional conduct crosses the line into fraud, and whether inaction can trigger liability. As courts reach differing conclusions, the boundaries of scheme liability remain ill-defined, and further litigation is likely to shape, and potentially expand, its scope.

Sidley Discusses Delaware Supreme Court Decision Upholding Section 144 Safe Harbor Amendments

Mon, 16 Mar 2026 05:00:00 Z

The Delaware Supreme Court has upheld the constitutionality of significant amendments to Section 144 of the Delaware General Corporation Law enacted through Senate Bill 21. The decision confirms that corporations and their advisers may rely on the statute’s new safe harbor frameworks when structuring transactions involving interested fiduciaries. This article examines the court’s reasoning, including its treatment of the Court of Chancery’s equitable jurisdiction and the statute’s retroactive application. It also highlights key implications for boards and dealmakers navigating interested-fiduciary transactions under Delaware law.

Will the Iran War Become the Poison Pill for Proxy Contests This Season?

Thu, 12 Mar 2026 05:00:00 Z

Sidley Adds Corporate and Securities Partner Steven Przesmicki in San Diego

Tue, 10 Mar 2026 05:00:00 Z

New U.S. DOJ Antitrust Leadership Signals More Criminal Prosecutions and Longer Prison Sentences

Fri, 06 Mar 2026 06:00:00 Z

Delaware Supreme Court Upholds Section 144 Safe Harbor Amendments

Mon, 02 Mar 2026 06:00:00 Z

Generative AI and Privilege: Practical Lessons from Two Early Decisions and What Comes Next

Fri, 27 Feb 2026 06:00:00 Z

Sidley Represents The Brink’s Company in US$6.6 Billion Acquisition of NCR Atleos

Thu, 26 Feb 2026 06:00:00 Z

New York LLC Transparency Act Took Effect January 1, 2026; U.S.-Formed LLCs Exempt from Reporting Obligations

Wed, 25 Feb 2026 06:00:00 Z

Sidley Represents Thermon in Its US$2.2 Billion Combination With CECO Environmental

Tue, 24 Feb 2026 06:00:00 Z

Sidley Represents Arsenal Capital Partners and MaxHealth in Sale of MaxHealth to CenterWell

Tue, 17 Feb 2026 06:00:00 Z

Sidley Discusses a Unique Caremark Twist Amidst Bankruptcy

Tue, 17 Feb 2026 06:00:00 Z

Sidley Represents Great Lakes In Its US$1.5 Billion Acquisition by Saltchuk

Wed, 11 Feb 2026 06:00:00 Z

Sidley Represents Lead Arranger in US$1 Billion Financing to Navitas and Rockhopper for First-Ever Development of the Falklands Islands Sea Lion Field

Mon, 09 Feb 2026 06:00:00 Z

Sidley represented the lead arranger, administrative agent, and technical bank in connection with a US$1 billion financing and hedging facility supporting the first-ever commercial development of the Sea Lion Field, an offshore oil and gas reserves field located in the North Falkland Basin. The financing includes US$650 million of first-lien senior secured development loans to a subsidiary of Navitas Petroleum LP (Navitas), and US$350 million of corresponding loans to a subsidiary of Rockhopper Exploration plc (Rockhopper), the joint development partner of Navitas.

Sidley advised on all aspects of the financing structure, including multisource credit arrangements, risk allocation, and intercreditor hedging mechanics. The cross-practice and cross-border Sidley team was led by partners Mahalia Doughty and Robert Stephens (Energy and Infrastructure) and was further supported by Michael Schlinkert, Evan Grosch, and Emily W. Eng (Energy and Infrastructure); Emilie E. Stewart, Ben Thompson, Adrienne Diu, Rory Miller, Aoibhín Kelly, and Mo Suksaisakulsakdi (Global Finance); Steve Quinn and Patrick Graham (Tax); Chris Horrocks (Corporate); Andrew Fox and David Smith (Commercial Litigation and Disputes); Peter McCorkell and Alex Down (Labor, Employment and Immigration); David Horan (M&A); and Christopher Lock (Global Arbitration, Trade and Advocacy). The team was further supported by lawyers across the firm’s offices in Houston and London.

Shareholder Engagement in Flux: Recent Developments and Practical Implications

Sat, 07 Feb 2026 06:00:00 Z

Evolving regulatory and market dynamics are reshaping the shareholder engagement landscape with an impact on the 2026 proxy season and beyond. The Securities and Exchange Commission’s (“SEC”) recent announcement regarding Rule 14a-8 shareholder proposals combined with increased scrutiny of proxy advisors, the increase of vote no/withhold campaigns, the implementation of retail voting programs, and updated guidance on historically routine shareholder engagement practices, present new considerations for issuers and investors alike. This article, featured on the Harvard Law School Forum on Corporate Governance, examines the implications of these changes and offers insight into navigating shareholder engagement in the current environment.

Sidley Represented MediaNews Group in its Sale of The Detroit News to USA TODAY

Mon, 02 Feb 2026 06:00:00 Z

Sidley represented MediaNews Group in its sale of The Detroit News, a 153-year-old print and digital news organization, to USA TODAY.

The Sidley team was led by David D’Urso (M&A and Private Equity) and included Mo Green, Sam E. Hulsey, and David Hoff (M&A and Private Equity); Christian Brause and Tyler J. Combest (Tax); Cathryn Le Regulski and Katherine A. Roberts (Labor, Employment and Immigration); Nicholas P. Crowell (Securities and Shareholder Litigation); and Amanda M. Casanueva (Employee Benefits and Executive Compensation).

Sidley Ranked No. 1 for Shareholder Activism and Corporate Defense in All League Tables for 2025 With Record Number of Campaigns

Fri, 23 Jan 2026 06:00:00 Z

Sidley has been ranked No. 1 in the shareholder activism and company defense league tables of FactSet, LSEG, and Diligent for 2025. These three league tables providers credited Sidley with 72 (Diligent), 71 (LSEG), and 48 (FactSet) campaigns, respectively.

These new rankings follow Sidley’s recent No. 1 ranking for shareholder activism defense for 2025 by Bloomberg, which credited Sidley with a record number of 51 campaigns ― the highest number in the league table’s history for legal defense. Similarly, Sidley set new records as legal defense advisor for the FactSet and LSEG league tables.

Sidley has been ranked as the No. 1 legal defense advisor in at least five of the last six years by each of the four activism and corporate defense league table providers.

Sidley is also ranked in Band 1 by Chambers USA for Corporate/M&A: Takeover Defense, stating that “Sidley Austin is the best in the business at activism defense work.” Similarly, Legal 500 ranks Sidley in Tier 1 for Shareholder Activism – Advice to Boards, calling Sidley’s Corporate Defense and Shareholder Activism co-chairs Kai Liekefett and Derek Zaba “two of the best lawyers in America.”

In the past five years, Sidley has represented companies in approximately 150 proxy contests, several hundred activist campaigns, and dozens of settlements — more than any other legal defense practice in the world.

SEC Chair Atkins Announces Initiative to Reform Regulation S-K

Thu, 22 Jan 2026 06:00:00 Z

Sidley Represents Matthews International in Agreement With Barington Capital

Fri, 16 Jan 2026 06:00:00 Z

Sidley Ranked in Chambers Greater China Region 2026

Thu, 15 Jan 2026 06:00:00 Z

Sidley has received 14 practice rankings and 21 lawyer rankings in Chambers Greater China Region 2026. The firm has attained a market-leading Band 1 ranking in Capital Markets: High-Yield Products (International Firms) and Life Sciences (International Firms).

The firm has also achieved rankings in the following China areas:

Banking & Finance (International Firms)
Capital Markets: Debt (International Firms)
Capital Markets: Equity (International Firms)
Corporate Investigations/Anti-Corruption (International Firms)
Corporate/M&A: Highly Regarded (International Firms)
Dispute Resolution: Arbitration (International Firms)
Dispute Resolution: Litigation (International Firms)
Financial Services (International Firms)
Investment Funds: Hedge Funds (International Firms)
Investment Funds: Private Equity (International Firms)
Private Equity: Buyouts & Venture Capital Investment (International Firms)
Restructuring/Insolvency (International Firms)

Significantly, three Sidley partners have retained their top-tier, Band 1 placements in their respective practice areas, demonstrating their positions as leading lawyers in the market.

Carrie Li – Capital Markets: High-Yield Products (International Firms)
Yuet Ming Tham – Corporate Investigations/Anti-Corruption (International Firms)
Chen Yang – Life Sciences (International Firms)

The Chambers Greater China Region guide provides analysis of legal practitioners across the region based on in-depth interviews with clients and in-house counsel.

Sidley Blockchain Bulletin - 2026 Business, Legal and Regulatory Outlook

Wed, 14 Jan 2026 06:00:00 Z

How Shareholder Activism Fared in 2025

Tue, 06 Jan 2026 06:00:00 Z

In many ways, 2025 was a turbulent yet transformative year, and the area of shareholder activism was no exception. As we reflect on the events of the past year, we highlight key takeaways to help companies prepare for a 2026 that is shaping up to be even more lively.

Bloomberg Ranks Sidley No. 1 for Shareholder Activism Defense for 6th Year in a Row With Record Number of Campaigns

Mon, 05 Jan 2026 06:00:00 Z

Sidley was ranked No. 1 for legal company-side advice in the Bloomberg Global Activism League Tables for 2025 – in North America and globally. Bloomberg credited Sidley with a record number of 51 campaigns, the highest number in the league table’s history for legal defense and 20 campaigns more than the No. 2-ranked defense law firm.

Sidley topped the Bloomberg league tables for North America for the sixth year in a row. Bloomberg also ranked Sidley the No. 1 legal defense adviser both for companies with a market capitalization over US$1 billion and for companies with a market capitalization below US$1 billion.

A link to the full league tables is here.

The Bloomberg rankings follow Sidley’s Band 1 ranking in Chambers USA in Corporate/M&A: Takeover Defense, stating that “Sidley Austin is the best in the business at activism defense work.” Similarly, Legal 500 US has ranked Sidley Tier 1 for Shareholder Activism – Advice to Boards, calling Kai Liekefett and Derek Zaba, the co-chairs of Sidley’s Shareholder Activism and Corporate Defense practice, “two of the best lawyers in America.” FactSet, Diligent, and LSEG have also ranked Sidley No. 1 in shareholder activism defense and in corporate defense league tables for company-side engagements since 2020.

In the past five years, Sidley has represented companies in approximately 150 proxy contests, several hundred activist campaigns, and dozens of settlements — more than any other legal defense practice in the world.

When a Whistleblower Complaint Becomes a Board-Level "Red Flag"

Fri, 19 Dec 2025 06:00:00 Z

In a recent Caremark decision, the Delaware Court of Chancery largely denied a motion to dismiss, holding that most of Regions Bank’s board purportedly ignored red flags raised in a whistleblower report concerning the bank’s unlawful overdraft practices — practices that later led to the company paying US$191 million in penalties and remediation to the Consumer Financial Protection Bureau (CFPB). The court found a former in-house lawyer’s draft complaint sent to the board was a true red flag, and it held that merely engaging outside counsel to investigate, without timely corrective action, does not automatically defeat an inference of bad faith at the pleadings stage. The opinion underscores that both documented, prompt board-level escalation and timely corrective action are critical as to compliance risks that are central to the business.

Sidley Represents ABM In Its US$275 Million Acquisition of WGNSTAR

Wed, 17 Dec 2025 06:00:00 Z

Sidley Secures Plan Confirmation in Prospect Medical Holdings' US$2.3 Billion Chapter 11 Case

Wed, 17 Dec 2025 06:00:00 Z

On Friday, December 12, 2025, Sidley successfully obtained confirmation of Prospect Medical Holdings, Inc.’s (Prospect) Chapter 11 plan in the U.S. Bankruptcy Court for the Northern District of Texas. Overruling all outstanding objections, Chief Judge Stacey G.C. Jernigan, who will mark a 20-year anniversary on the bench next year, commented that, “I don’t know if I’ve overseen a case more complicated than this. I don’t know if I ever have. This is hard stuff, and there are human beings whose lives are being affected.” The confirmed Plan positions the Debtors to complete transitions of hospitals, implement an orderly wind-down, and provide a mechanism for creditors to recover from valuable litigation claims.

Prospect was one of the largest and most complex healthcare Chapter 11 restructurings of 2025, involving approximately US$2.3 billion in funded debt and a multi-state healthcare footprint across California, Connecticut, Rhode Island, and Pennsylvania. The Sidley team had a series of notable achievements during the case, including: securing contested, priming debtor-in-possession financing; negotiating a global settlement with key parties; gaining approval of multiple asset sales; and facilitating the private sale to Astrana Health of a related, non-debtor business in excess of US$700 million. Most notably, as is not always the case in Chapter 11 cases involving distressed safety-net hospitals, the confirmed Plan provides certainty of payment for all administrative and priority creditors.

The team includes Tom Califano, Bill Curtin, Rakhee Patel, Patrick Venter, Anne Wallice, Jonathan Mitnick, Parker G. Embry, Veronica Courtney, Daniela Rakowski, Charlie B. Brownstein, William H. Cálix, Julia Jean Citron, Chang Liu, Ben Luo, Vivian Li, Zoe Stern, and law clerk Dylan C. Yan (Restructuring); Kelly Lazaroff, Ethan Konschuh, and Madeline Moore (Global Finance); Tara M. Lancaster (M&A); Jim Ducayet and Jon Muenz (Securities and Shareholder Litigation); Mary Niehaus and Steven Szymanski (Employee Benefits and Executive Compensation); Kate Roberts and Allison C. Ivey Toth (Labor, Employment and Immigration); and Jon Zucker and George Maliha M.D. (Healthcare).

Retail Voting Programs: A Practical Expansion of Shareholder Voice

Mon, 15 Dec 2025 06:00:00 Z

A recently approved SEC retail voting program offers companies a new, voluntary way to increase shareholder participation, strengthen the legitimacy of voting outcomes, and engage individual investors while preserving shareholder autonomy and flexibility. Read here as Sidley’s Kai Liekefett and Derek Zaba, co-leaders of Sidley’s Shareholder Activism and Corporate Defense practice, outline what board members should know about the program’s design, benefits, and practical considerations.

Sidley Represents Immunovant in US$550 Million Offering

Fri, 12 Dec 2025 06:00:00 Z

Sidley represented Immunovant, Inc., a clinical-stage immunology company dedicated to enabling normal lives for people with autoimmune diseases, in its US$550 million underwritten offering of 26,200,000 shares of its common stock at an offering price of US$21 per share. The transaction closed on December 12, 2025. Leerink Partners acted as the sole underwriter for the offering.

The Sidley team was led by Frank Rahmani and Istvan Hajdu (Capital Markets, Emerging Companies and Venture Capital), and included Carlton Fleming, Katie Klaben, and Jen Greenberg (Capital Markets); Emily Chazen (M&A); Torrey Cope and Kevin Sforza (Food, Drug and Medical Device); Dan Altman and Alvin Wang (Tax); Matt Dolan (Securities and Shareholder); Corey Perry (Employee Benefits and Executive Compensation); and Asher Rubin and Adriana Tibbits (Technology and Life Sciences Transactions).

Sidley Elects 2026 Partnership and Counsel Classes Across Europe and the U.S.

Thu, 11 Dec 2025 06:00:00 Z

Chancery Court Dismisses Derivative Challenge to The Trade Desk CEO’s Compensation Award for Lack of Demand Futility

Mon, 24 Nov 2025 06:00:00 Z

In re The Trade Desk, Inc. Derivative Litigation demonstrates the careful analysis the courts will engage in when conducting a Rule 23.1 demand futility challenge to assess both director independence and the likelihood of liability for the claims against the directors. This litigation was filed in 2022, and therefore was not impacted by the amendment of DGCL Section 144 earlier this year, which provided new procedural safe harbors for acts or transactions involving corporations and their directors, officers, controlling stockholders, and control groups. As a result, the court’s ruling and this post do not engage with the amended statute. Nevertheless, the court’s methodical analysis of director independence is informative of the factors that the Court of Chancery has found, and may continue to find, relevant to independence analyses. This ruling was affirmed on November 6, 2025 by the Supreme Court of Delaware on the basis of and for the reasons stated in the Memorandum of Opinion.

Sidley Secures Dismissal for Harvest Sherwood in Adversary Proceeding Brought by Burford

Mon, 24 Nov 2025 06:00:00 Z

Board Oversight of AI Risk Through an Ethical Lens

Thu, 20 Nov 2025 06:00:00 Z

In a nascent and fragmented regulatory environment, focusing on the ethical implications of the company’s AI activities is a prudent strategy for board oversight of AI risk.

Court of Chancery Confirms Common Law Standards for Actual Control Regarding Challenged Transactions

Wed, 19 Nov 2025 06:00:00 Z

Recently, in Witmer v. Armistice Capital, LLC, Delaware’s Court of Chancery dismissed a stockholder plaintiff’s derivative suit against Armistice Capital, LLC, a large investor in Aytu Biopharma, Inc., for, among other things, purported breaches of fiduciary duty and aiding and abetting fiduciary breaches, in connection with two transactions for which the plaintiff alleged Aytu overpaid, the investor improperly benefited, and the investor exercised control.

Sidley Ranked in Legal 500 Greater China 2026

Wed, 19 Nov 2025 06:00:00 Z

Sidley Represents Bonaccord Capital Partners in Minority Investment in Kingswood Capital Management

Fri, 07 Nov 2025 06:00:00 Z

Sidley Represents Denny’s Corporation in Its US$620 Million Take-Private Sale

Tue, 04 Nov 2025 06:00:00 Z

Sidley’s Litigation Strength Recognized in Benchmark Litigation 2026

Fri, 31 Oct 2025 05:00:00 Z

Sidley Ranked in Legal 500 Latin America 2026

Wed, 22 Oct 2025 05:00:00 Z

Sidley Ranked in Chambers UK 2026

Thu, 16 Oct 2025 05:00:00 Z

Sidley Represents Clearlake Capital Group and Constant Contact in New Strategic Investment

Thu, 09 Oct 2025 05:00:00 Z

Chambers 2025 Global Practice Guides – Shareholders' Rights & Shareholder Activism

Wed, 08 Oct 2025 05:00:00 Z

The Chambers 2025 Global Practice Guides – Shareholders' Rights & Shareholder Activism examines key legal developments and emerging trends in corporate governance and shareholder activism. In the U.S. chapter, Kai Liekefett, Derek Zaba, Ram Sachs, and Evan Grosch provide insights into the latest legal and market dynamics shaping shareholder activism and corporate governance practices. The guide can be viewed below.

Sidley’s Global Life Sciences Practice Recognized in LMG Life Sciences 2025

Wed, 01 Oct 2025 05:00:00 Z

SEC Changes Its Policy on Mandatory Arbitration Clauses: Considerations for Issuers and Others

Wed, 01 Oct 2025 05:00:00 Z

Congress Must Resolve PSLRA Issue For Section 11 Litigants

Mon, 15 Sep 2025 05:00:00 Z

Uncertainty in Section 11 securities litigation has grown following the Supreme Court’s Slack v. Pirani decision and ambiguities in the Private Securities Litigation Reform Act (PSLRA). The PSLRA grants judgment reduction credits when outside directors settle, but its silence on other Section 11 defendants has created confusion that discourages fair and efficient settlements. Although courts often extend judgment reduction credits more broadly, inconsistent interpretations leave litigants uncertain. Amending the PSLRA to provide uniform rules would promote quicker, fairer resolutions and better serve its goal of curbing abusive securities litigation.

How Three Years of the Universal Proxy Card Rules Have Changed Proxy Contests

Tue, 09 Sep 2025 05:00:00 Z

2025 Proxy Season: Temporary Disruption Amid Structural Shifts in Shareholder Activism

Fri, 05 Sep 2025 05:00:00 Z

Derek Zaba and Kai Liekefett, co-chairs of Sidley’s Shareholder Activism and Corporate Defense practice, discuss the 2025 proxy season and give a shareholder activism outlook for the second half of the year.

Fewer Campaigns, But Much to Observe from the 2025 Proxy Season

Tue, 02 Sep 2025 05:00:00 Z

While the number of shareholder activism campaigns cooled in the 2025 proxy season, some notable events shaped the season. Activists zeroed in on value and capital allocation and sidelined sustainability topics. Under the universal proxy system, investors elected only parts of activist slates. The season saw a rise in traditional economic activists using “vote no” campaigns instead of proxy contests. Companies and activists faced regulatory and political curveballs, from CFIUS reviews to significant SEC guidance. Read below as Sidley’s Kai Liekefett and Derek Zaba discuss lessons that will carry over into the 2026 proxy season.

What Happens With the Former Board, Stays With the Former Board: Delaware Court Dismisses Claims Against Directors for Failing to Investigate Past Misconduct

Sun, 31 Aug 2025 05:00:00 Z

In Borsody v. Gibson, the Delaware Court of Chancery dismissed all claims brought by a former director who alleged he was wrongfully ousted from Nervive, Inc. and denied stock options. The Court found the claims time-barred under the three-year statute of limitations and rejected attempts to reframe them as breaches of fiduciary duty for failing to investigate or remedy past misconduct. It further held that the directors could not be liable for contractual obligations to which they were not parties, nor could they aid and abet co-fiduciaries. The ruling underscores that equity will not revive stale claims or allow contractual disputes to be repackaged as fiduciary duty breaches.

Sidley Advises One Equity Partners in Its Investment in Brown & Root Industrial Services

Thu, 07 Aug 2025 05:00:00 Z

Sidley Recognized in Latinvex’s 2025 Top International Law Firms

Thu, 07 Aug 2025 05:00:00 Z

Sidley Receives Distinguished Achievement Award from International Bluegrass Music Association for Pro Bono Service

Wed, 06 Aug 2025 05:00:00 Z

Sidley Secures Confirmation of Conn’s Chapter 11 Plan

Mon, 04 Aug 2025 05:00:00 Z

Sidley Named Finalist for ‘Law Firm of the Year’ by Texas Lawyer

Wed, 30 Jul 2025 05:00:00 Z

Big Changes and Big Opportunities: Navigating the Employee Benefits Provisions of the One Big Beautiful Bill Act

Wed, 23 Jul 2025 05:00:00 Z

Sidley Ranked No. 1 for Shareholder Activism Defense in H1 2025 by FactSet and LSEG

Tue, 22 Jul 2025 05:00:00 Z

Sidley Represents Physician-Related Affiliates of Prospect Medical Holdings in Chapter 11 Filing

Thu, 17 Jul 2025 05:00:00 Z

Sidley Secures Trial Victory in Delaware Superior Court

Wed, 16 Jul 2025 05:00:00 Z

Sidley Represents Merit Street Media in Initiation of Chapter 11 Proceeding

Mon, 14 Jul 2025 05:00:00 Z

Bloomberg Ranks Sidley No. 1 for Shareholder Activism Defense for H1 2025

Tue, 01 Jul 2025 05:00:00 Z

Sidley Represents Warner Music Group in US$1.2 Billion Joint Venture With Bain Capital

Tue, 01 Jul 2025 05:00:00 Z

Fewer Campaigns, but Much to Observe from the 2025 Proxy Season

Wed, 18 Jun 2025 05:00:00 Z

While the number of overall shareholder activism campaigns cooled in the 2025 proxy season compared to years past, the season has been marked by its fair share of fireworks and headlines, as well as unique events and disruptions. The season has also provided many takeaways for companies as we look ahead to the 2026 proxy season. Read here as Sidley’s Kai Liekefett, Derek Zaba, and Leonard Wood discuss the lessons that will carry over into the 2026 proxy season.

SEC Expresses Concerns Regarding Foreign Private Issuers Population, Seeks Input for Changes to Definition

Tue, 10 Jun 2025 05:00:00 Z

Sidley Highly Commended in Chambers USA 2025

Thu, 05 Jun 2025 05:00:00 Z

Chambers USA Ranks Sidley as Top Law Firm for Takeover Defense

Thu, 05 Jun 2025 05:00:00 Z

Sidley Advises Life360 in Upsized Offering of US$275 Million Aggregate Principal Amount of Convertible Senior Notes

Tue, 03 Jun 2025 05:00:00 Z

California Air Resources Board Advances Climate Disclosure Rulemaking: Key Developments

Mon, 02 Jun 2025 05:00:00 Z

Will the Tariffs Be a Poison Pill for Proxy Contests This Season?

Sun, 01 Jun 2025 05:00:00 Z

Tariffs have already impacted the national and global economy. Will the resulting economic uncertainty chill activity this proxy season? What can we expect from activists once there is more clarity surrounding the tariff wars? Read here as Sidley’s Kai Liekefett and Derek Zaba explore how tariffs could influence shareholder activism.

Panoramic – Corporate Governance 2025

Sat, 31 May 2025 05:00:00 Z

Holly Gregory and Claire Holland have authored the United States chapter of Panoramic – Corporate Governance 2025, an annual summary of key corporate governance practices in 18 jurisdictions worldwide. Topics addressed in the chapter include: sources of governance rules and practice, shareholders’ rights, duties and liability, anti-takeover devices, board structures, legal duties of the board, and disclosure and reporting requirements. Holly Gregory has served as the contributing editor since 2015.

Reproduced with permission from Law Business Research Ltd. This article was first published in May 2025. For further information please visit https://www.lexology.com/panoramic/tool/workareas/report/corporate-governance-1/chapter/usa.

Sidley Successfully Represents Jervois Global in Novel Australian Cross-Border Take-Private, Recapitalization Transaction Through Prepackaged Chapter 11 Process

Wed, 28 May 2025 05:00:00 Z

The Effect of Tariffs on Shareholder Activism

Tue, 27 May 2025 05:00:00 Z

The broad tariffs imposed by the Trump Administration have had a significant impact on corporate deal-making in 2025 and have correspondingly dampened shareholder activism during this year’s proxy season. How will this uncertainty affect deal activity? What can we expect from Shareholder Activism campaigns as a result? Read here as Sidley’s Kai Liekefett, Derek Zaba, and Leonard Wood explore how tariffs could influence shareholder activism.

Sidley Secures Securities Litigation Victory on Behalf of NovoCure

Thu, 15 May 2025 05:00:00 Z

Sidley Defeats Preliminary Injunction Concerning Nordstrom’s Pending US$6.25 Billion Merger

Wed, 14 May 2025 05:00:00 Z

Brian Fahrney Begins Tenure as Sidley's Executive Committee Chair

Tue, 06 May 2025 05:00:00 Z

Court of Chancery Issues Rare Pre-Discovery Dismissal of Entire Fairness Claim

Sun, 04 May 2025 05:00:00 Z

This article highlights an instance where an entire fairness claim was dismissed at the pleading stage, offering valuable insight into how Delaware courts analyze controlling stockholder status, board alignment, and economic fairness in conflicted transactions. It provides practical guidance on the standards and reasoning that can lead to early dismissal of even the most rigorously reviewed fiduciary duty claims.