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Willkie Farr & Gallagher LLP
Nasdaq has new rules to encourage companies to increase the diversity of their boards of directors. Willkie Farr & Gallagher LLP's Jeffrey S. Hochman, William J. Stellmach, and Todd G. Cosenza...
Willkie Farr & Gallagher LLP
The Securities and Exchange Commission recently approved Nasdaq's proposed rules regarding board diversity. Nasdaq's rules, initially proposed in December 2020, take a "comply or explain" approach...
Cooley LLP
It's time to dig back into your mental archives for 2015. That's when the SEC, by a vote of three to two, initially proposed rules to implement Section 954 of Dodd-Frank, the clawback provision.
Allen Matkins Leck Gamble Mallory & Natsis LLP
As noted in yesterday's post, Secretary of State Shirley N. Weber is asking U.S. District Court Judge R. Gary Klausner to dismiss a challenge to California's board quota statutes.
Allen Matkins Leck Gamble Mallory & Natsis LLP
In July, a Texas non-profit membership association filed a complaint in the United States District Court for the Central District (Western Division) of California, Alliance For Fair Board Recruitment v. Weber, ...
Phelps Dunbar
Certain Nasdaq-listed companies should start taking steps now to make sure they comply with Nasdaq's new rule on board diversity.
Jones Day
In a significant victory for policyholders, this past week the Eastern District of Virginia rejected insurers' attempt to apply their D&O policies' so-called "bump-up" exclusions to bar coverage for merger litigation.
McLane Middleton, Professional Association
While voting by email may seem like an efficient way to conduct business, a board may not use email to take a regular majority vote. An email exchange does not qualify as a valid meeting under the New Hampshire Business Corporation Act...
Cooley LLP
A well-functioning special committee will also mitigate the risk of personal liability for a company's fiduciaries, reducing the likelihood of protracted post-closing litigation.
Sheppard Mullin Richter & Hampton
In United Food & Commercial Workers Union & Participating Food Industry Employers Tri-State Pension Fund v. Zuckerberg...
Sheppard Mullin Richter & Hampton
Most restructuring professionals will tell you that there is no "typical" restructuring. That is absolutely true.
Cooley LLP
ISS has just released the results of its 2021 global benchmark policy survey, which, this year, actually comprises two surveys—one related to a broad array of ...
Sheppard Mullin Richter & Hampton
In Brookfield Asset Mgmt. v. Rosson, No. 406, 2020, 2021 Del. LEXIS 291 (Del. Sept. 20, 2021), the Delaware Supreme Court held that claims for wrongful equity...
Cooley LLP
You might remember that the first legal challenge to California's board gender diversity statute, Crest v. Alex Padilla, was a complaint filed in 2019 in California state court by three California taxpayers seeking to...
Holland & Knight
The Delaware Court of Chancery on Sept. 7, 2021, allowed a derivative stockholder lawsuit to proceed against The Boeing Company (Boeing), alleging that Boeing's board of...
Cooley LLP
Currently, where a matter requires shareholder approval under NYSE rules, the minimum vote required is a majority of the votes cast on the matter.
Pryor Cashman LLP
Pryor Cashman is pleased to announce that Christopher Fulton has joined the firm as Chief Operating Officer. He will oversee the firm's operations, including finance, technology...
Fenwick & West LLP
On September 23, 2021—in United Food and Commercial Workers v. Zuckerberg—the Delaware Supreme Court endorsed a new universal three-part demand futility test.
Mound Cotton Wollan & Greengrass
A domestic corporation is a citizen of its state of incorporation and principal place of business for purposes of diversity jurisdiction.
Kramer Levin Naftalis & Frankel LLP
As we have discussed in prior client alerts (see here and here), in the wake of the Delaware Supreme Court's decision in Salzberg v. Sciabacucci (Salzberg), 227 A.3d 102 (Del. 2020)...
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