Sidley is pleased to share the October issue of Sidley Perspectives on M&A and Corporate Governance, a bimonthly 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:
Analysis
- Projections in Public Company M&A
- In Approving Disclosure-Only Settlement, Delaware Chancery Court Tells Merger Litigants to Reset Expectations
Judicial Developments
- Dole Executives Found Personally Liable for $148 Million for Undermining Sales Process
- Shareholder-Adopted Bylaw Authorizing Shareholders to Remove Officers Held Invalid under Delaware Law
- Trinity Wall Street Asks Supreme Court to Weigh in on Battle with Wal-Mart Over Rule 14a-8’s “Ordinary Business” Exclusion
- D.C. Circuit Reaffirms Decision that Conflict Minerals Disclosure Requirement Violates First Amendment
- Circuits Split Over Whether Dodd-Frank Anti-Retaliation Protections Apply to Internal Whistleblowers
Regulatory Developments
- The DOJ’s New Focus on Individual Accountability for Corporate Wrongdoing Has Widespread Implications
- HSR Enforcement Action Highlights Risks under Investment-Purpose Exemption
- SEC Adopts CEO Pay Ratio Disclosure Rule Required by Dodd-Frank
- New IRS Guidance Could Affect Tax-Free Spinoffs, Including REIT Spinoffs
- NYSE Updates Listing Rules on Material News Policy and Trading Halts
Corporate Governance Developments
- Proxy Access Continues to Gain Momentum
- OECD Issues Revised Corporate Governance Principles
Current and past issues of Sidley Perspectives on M&A and Corporate Governance are available on our website. Click here to view the October issue.
If you have any questions regarding this issue of Sidley Perspectives, please contact the Sidley lawyer with whom you usually work or Claire Holland, the editor of the newsletter, at cholland@sidley.com.
Corporate Governance
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