Sidley Perspectives on M&A and Corporate Governance

Sidley is pleased to share the Winter 2019 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

• Delaware Court of Chancery Confirms That Forum Selection Provisions Have Limits

JUDICIAL DEVELOPMENTS

• Delaware Decisions Offer New Guidance on Discoverability of E-Mails and Text Messages in Response to Books and Records Demands
• Supreme Court to Address Whether Scienter or Negligence is Applicable Legal Standard for Claims Involving Tender Offers
• California Appellate Court Upholds Delaware Exclusive Forum Bylaw
• Cornerstone Research: Delaware Appraisal Actions Continue to Decline 

LEGISLATIVE DEVELOPMENTS

• Bipartisan Bill to Restrict Rule 10b5-1 Trading Plans Sails Through U.S. House

REGULATORY DEVELOPMENTS

• SEC Staff Allows Exclusion of Shareholder Proposal Seeking a Mandatory Arbitration Bylaw
• Company Charged for Violating “Equal or Greater Prominence” Non-GAAP Disclosure Requirement
• SEC Finalizes Rule Requiring Disclosure of Hedging Policies for Employees and Directors
• SEC Requests Public Comment on Earnings Releases and Quarterly Reports

CORPORATE GOVERNANCE DEVELOPMENTS

• Pressure to Enhance Board Diversity Disclosure Continues to Increase
• BlackRock and State Street Focus on Corporate Purpose and Culture for 2019 Engagements
• CII Publishes a New Guide to Board Evaluation Disclosure Best Practices
• Overview of the Current State of Proxy Access in the U.S.

Current and past issues of Sidley Perspectives on M&A and Corporate Governance are available on our website. View the Winter 2019 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.