Sidley Perspectives on M&A and Corporate Governance

Sidley is pleased to share the September 2022 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

• SEC Universal Proxy Rules Amplify Proxy Contest Threats for Companies
• Interlocking Directorate Agency Initiative Outside M&A
• Establishing Norms for Director Behavior to Enhance Board Culture and Effectiveness

JUDICIAL DEVELOPMENTS

• Board’s Good-Faith Oversight of “Mission Critical” Risks Insulates Directors From Caremark Claim
• Delaware Court Reverses Dismissal of Post-Merger Claim That Directors Breached Fiduciary Duties in Order to Dissuade Stockholders From Exercising Appraisal Rights
• Key Learnings Regarding the Protectiveness of the MFW Process for Controlling Stockholder Transactions
• Delaware Courts Closely Examine Indemnification Claims for Attorneys’ Fees, “Whether or Not” the Parties Intend
• Combatting Allegations of “Divided Loyalty”: Important Lessons for Private Equity and Venture Capital Controlling Stockholders

LEGISLATIVE DEVELOPMENTS

• DGCL Amendment Allows Delaware Corporations to Amend Charters to Exculpate Officers From Personal Liability

SEC DEVELOPMENTS

• New SEC Comment Letter Initiative Seeks More Tailored Disclosures About Board Leadership Structure and Role in Risk Oversight
• Final SEC Pay-Versus-Performance Rule Will Require Extensive New Disclosures in 2023 Proxy Statements

REGULATORY DEVELOPMENTS

• Executive Order Directs CFIUS to Conduct Broad National Security Analysis When Evaluating Transactions
• Making Sense of DOJ’s New Monaco Memo on Corporate Enforcement

Current and past issues of Sidley Perspectives on M&A and Corporate Governance are available on our website. View the September 2022 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.