Sidley Perspectives on M&A and Corporate Governance

Sidley is pleased to share the December 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

• Interlocking Directorates and Deputization
• Board Oversight of Compliance Risk
• What Do the First-Ever CFIUS Enforcement and Penalty Guidelines Mean for Your Business?
• Voluntary Disclosures Prove a Useful Tool in Tax Liability Talks

JUDICIAL DEVELOPMENTS

• Delaware Chancery Court Finds Scope of Restrictive Covenants Unreasonable in the Context of a Business Sale
• The Forum Selection Saga Continues

CORPORATE GOVERNANCE DEVELOPMENTS

• Considerations When Adopting or Amending Advance Notice Bylaws
• ISS and Glass Lewis Policy Updates for 2023

SEC DEVELOPMENTS

• SEC Adopts Final Compensation Clawback Rules
• SEC Adopts Significant Changes to Rule 10b5-1 Trading Regime and Related Disclosures
• New Guidance Illustrates SEC’s Continued Scrutiny of Non-GAAP Reporting

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