Sidley Perspectives on M&A and Corporate Governance

Sidley is pleased to share the Spring 2018 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 the following:

ANALYSIS

• The Board’s Role in Preventing and Addressing Sexual Harassment
• New Rules Proposed to Scrutinize Foreign Direct Investment in Europe

JUDICIAL DEVELOPMENTS

• Update on Delaware Appraisal 
• Stockholder Vote on a Merger Was Not “Fully Informed” Because the Founder/Chairman’s Reasons for Abstaining Were Not Disclosed 
• “Controlling Stockholder” Designation is Contextual – and Assumes Greater Importance with the Potential for Corwin Cleansing
• Ninth Circuit Creates Circuit Split by Holding That Tender Offer Disclosure Challenges Require Only a Showing of Negligence, Not Scienter
• Ruling Confirms that Boards May Reject Deficient Director Nominating Notices
• U.S. Supreme Court Decision and Substantial SEC Awards May Encourage Whistleblowers to Report Directly to the SEC
• Disclosure-Only Settlements in New York

REGULATORY DEVELOPMENTS

• Updated Guidance on Cybersecurity Disclosures and Novel Enforcement Actions Highlight Cybersecurity as a Top SEC Priority
• President Trump Seeks Expanded Authority to Block Foreign Investment That May Compromise U.S. National Security
• SEC Supplements Guidance on the Use of Non-GAAP Financial Measures in the M&A Context

CORPORATE GOVERNANCE DEVELOPMENTS

• Institutional Investors Continue to Increase Expectations Regarding Board Gender Diversity
• Management of Environmental and Social Risks – A New Metric By Which to Evaluate Public Companies
• Delaware Corporations Should Ensure that Director Removal Provisions Comply with the DGCL

Current and past issues of Sidley Perspectives on M&A and Corporate Governance are available on our website. View the Spring 2018 issue here and past issues here.