Sidley Perspectives on M&A and Corporate Governance

Sidley is pleased to share the March 2024 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

• Bridging the Value Gap: Making Your Reverse Morris Trust Work
• Portions of Cloudy Day Advance Notice Bylaw Amendments Called Into Question
• Lessons for Directors From the First Universal Proxy Card Campaigns

JUDICIAL DEVELOPMENTS

• Delaware Chancery Court’s Chilly Response to Activision Blizzard Casts Doubt on Common M&A Practices
• A Reminder of Board Primacy: Delaware Chancery Court Invalidates Stockholder Agreement Provisions Encroaching on Board-Level Decisions
• Voting Commitments Matter and Will Be Enforced: Delaware Supreme Court Affirms Chancery Decision Holding Activist Stockholders to Their Bargain
• Don’t Go It Alone? Or Do. Delaware Chancery Court Rules That a Single-Member Special Litigation Committee’s Recommendation Passes Muster

CORPORATE GOVERNANCE DEVELOPMENTS

• U.S. Department of Justice Announces New Whistleblower Rewards Program

SEC DEVELOPMENTS

• SEC Finalizes Climate-Related Disclosure Rules
• SEC Expands Guidance on the Use of Projections in SEC Filings

ANTITRUST DEVELOPMENTS

• Announcement Regarding Amendments to Premerger Notification Process Expected Soon
• FTC and DOJ Issue 2023 Merger Guidelines

Current and past issues of Sidley Perspectives on M&A and Corporate Governance are available on our website. View the March 2024 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.