Sidley Perspectives on M&A and Corporate Governance

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Sidley is pleased to share the Spring 2018 issue ofSidley 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.

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.

Sidley Austin LLP provides this information as a service to clients and other friends for educational purposes only. It should not be construed or relied on as legal advice or to create a lawyer-client relationship. Readers should not act upon this information without seeking advice from professional advisers. In addition, this information was not intended or written to be used, and cannot be used, by any person for the purpose of avoiding any U.S. federal, state or local tax penalties that may be imposed on such person.

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