Sidley is pleased to share the Fall 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
- U.S. Antitrust Agencies Suggest Merger Review Process Changes
JUDICIAL DEVELOPMENTS
- In a First, Delaware Allows Buyer to Terminate Merger Agreement Based on a “Material Adverse Effect”
- Delaware Supreme Court Clarifies MFW Requirement for Conditions to Be in Place “Ab Initio”
- New York Appeals Court Reverses Injunction of Xerox-Fujifilm Transaction
- Delaware Appraisal Developments
- Activist Investor Aided and Abetted a Target Board’s Fiduciary Duty Breaches
- Second Circuit Allows Derivative Suit to Continue After Merger by Substituting Company for Former Shareholder
- Delaware Court of Chancery Finds That Properly Exercised Put Rights Survived Merger
REGULATORY DEVELOPMENTS
- Takeaways From the SEC Roundtable on Reforming the Proxy Process
- SEC Cautions Public Companies to Address Cyber Threats as Part of Internal Accounting Controls
- SEC Staff Issues Further Guidance on Excludability of Shareholder Proposals
- FIRRMA Pilot Program Requires National Security Filings for Some Investments in U.S. Businesses Involving Critical Technologies
- U.S. Launches Review of Export Controls on Emerging Technologies
- Investors and Senators Urge the SEC to Mandate ESG Disclosures
- SEC Rule Amendments to Streamline Disclosure Requirements Take Effect
- Whistleblower’s Failure to Promptly Report to the SEC and Culpability Result in “Severely Reduced” Award
CORPORATE GOVERNANCE DEVELOPMENTS
- ISS and Glass Lewis Release Updated Proxy Voting Policies for the 2019 Proxy Season
- Leaders of Prominent Public Companies and Institutional Investors Update Commonsense Principles of Corporate Governance
- California-Based Corporations Must Have Female Directors by the End of 2019
- Corporate Communications After Elon Musk’s “Funding Secured” Tweet
- Initiative Targets “Anti-competitive” Employment Agreement Terms
Current and past issues of Sidley Perspectives on M&A and Corporate Governance are available on our website. View the Fall 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.
