Sidley Perspectives on M&A and Corporate Governance

Sidley is pleased to share the Summer 2018 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. Topics covered in this issue include the following:

ANALYSIS

• Board Oversight of Cybersecurity Risks 

JUDICIAL DEVELOPMENTS

• Delaware Supreme Court Continues to Define the Limits of Corwin
• Recent Delaware Appraisal Cases Highlight the Importance of a Robust Sale Process
• Parent Company Stockholders in Reverse Triangular Merger Not Entitled to Appraisal Rights
• Delaware Court of Chancery Clarifies MFW Requirement for Conditions to Be in Place “Ab Initio”
• Tenth Circuit Affirms Dismissal of Claims Based on Failure to Disclose Merger Discussions
• Recent Settlements Reiterate Need to Review Non-Employee Director Compensation
• PE Firm Did Not Misappropriate Confidential Information of Portfolio Company by Investing in a Competitor
• Florida Appellate Court Adopts Trulia Standard for Disclosure-Only Settlements
• Cornerstone Research: M&A-Related Class Action Filings Have Decreased in 2018

LEGISLATIVE DEVELOPMENTS

• President Trump Signs New CFIUS Reform Bill into Law
• 2018 Amendments to DGCL Take Effect
• New Legislation Will Allow Delaware Corporations to Signal Their Commitment to Sustainability

REGULATORY DEVELOPMENTS

• SEC Increases Financial Thresholds in “Smaller Reporting Company” Definition
• SEC Proposes Amendments to Whistleblower Rules
• Increased SEC Enforcement Activity Targets Inadequate Perk Disclosure
• SEC Issues Concept Release on Compensatory Securities Offerings and Sales
• Roundtable on Reforming the Proxy Process Planned for Fall 2018
• Inline XBRL Will Be Required For Financial Statement Information

CORPORATE GOVERNANCE DEVELOPMENTS

• Key Developments from the 2018 Proxy Season
• ISS 2019 Proxy Voting Policy Formulation Underway
• Corporate Stock Buybacks Are Facing Greater Scrutiny
• Corporate Governance Leaders Push to End Quarterly EPS Guidance 

Current and past issues of Sidley Perspectives on M&A and Corporate Governance are available on our website. View the Summer 2018 issue here and past issues 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.