Sidley Perspectives on M&A and Corporate Governance

Sidley is pleased to share the September 2021 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.

ANALYSIS

• “Fraud on the Board” — When Are the Victims at Fault?
• Impact of the White House’s Far-Reaching Executive Order on Competition Policy
• ESG Disclosures in Proxy Statements: Benchmarking the Fortune 50

JUDICIAL DEVELOPMENTS

• Caremark Claim Allowed to Proceed Against Boeing Directors for Failure to Implement and Oversee a Board-Level System to Monitor and Report on Airplane Safety
• Bear Market for Plaintiffs’ Liquidity-Based Conflict Allegations
• New York State Supreme Court Enforces an Exclusive Federal Forum Charter Provision, Continuing a Trend Started in California to Stem the Tide of 1933 Act Litigation
• In Case of Emergency, Break Glass: Litigation and Drafting Guidance From Delaware Court of Chancery Opinion on “Material Adverse Effect” Clauses
• When Even “Entirely Fair” Is Not Enough
• No Shortcuts Allowed: Delaware Court of Chancery Rejects Attempt to Circumvent MFW’s Two-Step Mandate

CORPORATE GOVERNANCE DEVELOPMENTS

• SEC Approves New Nasdaq Board Diversity Listing Rules

SEC DEVELOPMENTS

• SEC Continues to Target Cybersecurity Disclosures; New Rule Proposals Expected Soon

Current and past issues of Sidley Perspectives on M&A and Corporate Governance are available on our website. View the September 2021 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.