Our working paper, Barking without Biting: How Corwin Did Not Change M&A, explores the influence of two Delaware Supreme Court decisions—C & J Energy (2014) and Corwin (2015)—on deal practice. The decisions have faced criticism for potentially …
Directors are assessing the November elections and what different results would mean. According to our October 2024 Pulse Survey, 76% of directors say the US regulatory environment poses a moderate or serious risk. And regardless of who wins the election, …
Background In September 2024, the DOJ’s Criminal Division released an updated Evaluation of Corporate Compliance Programs (ECCP) guidance document to address emerging risks. The ECCP serves as a roadmap for how DOJ evaluates a company’s compliance program …
What accounts for Delaware’s remarkable dominance in the market for corporate charters? For some influential observers, part of the answer lies in the state’s unique commitment to politically balanced courts. Alone among U.S. states, Delaware requires that …
While boards need to prepare for increases in total executive compensation to ensure their companies remain competitive in the market for top leadership talent, they should also be mindful of stakeholder perception and their companies’ own long-term goals …
Background In 2023, the SEC brought fraud charges against SolarWinds and its CISO in connection with the Orion compromise, and we have covered the developments in this litigation here and here. In relevant part, the SEC alleged that SolarWinds, which …
1. Introduction [1] The business landscape is experiencing large disruptions, including climate change, energy transition, artificial intelligence and geopolitical tensions. Companies need to adapt quickly and effectively to these disruptions to survive. …
Despite some high-profile meetings and controversies, it appears that U.S. shareholders were generally more supportive across the board in the 2024 proxy season, with significant declines in the number of failed directors and say-on-pay proposals, and an …
It’s time for companies to begin addressing California climate disclosure legislation in earnest. Now that the legislative term is over and California Governor Newsom has acted on the amendment bill that was before him, there is more clarity (albeit still …
When “say on pay” was legislated in the U.S. under the Dodd Frank Act of 2010, many observers hoped an advisory vote on executive compensation would provide a catalyst to “reign in” CEO pay that was perceived to be out of control. Nearly a decade and a …
INTRODUCTION Environmental, Social, and Governance (ESG) considerations have been a priority for many corporations over the last half-decade or more. More and more companies have added ESG metrics to their incentive plans in recent years to signal focus …
In an ever-evolving business environment, boards need new perspectives and new capabilities to provide sufficient oversight, identify risks and opportunities and effectively support the CEO and leadership team. However, boards may not be evolving fast …
Boards of directors are increasingly prioritizing their role in the oversight and governance of human capital. They’re focusing on developments in labor markets, skill shortages, succession planning, retention, employee wellbeing and costs. And they’re …
Posted by Benjamin Pedersen, Charu Chandrasekhar, and Anna Moody, Debevoise & Plimpton LLP, on Tuesday, October 22, 2024 Posted by Doron Levit (University of Washington), Philip Bond (University of Washington), on Tuesday, October 22, 2024 Posted by …
Here are a few interesting snippets regarding shareholder proposals and Item 1.05 Form 8-K from this week’s 2024 Proxy Disclosure & 21st Annual Executive Compensation Conferences from CCR Corp. On the panels, the watchword of the day seemed to be …
I. Introduction Thank you for that kind introduction, Neil [Strauss, VP and Senior Credit Officer, Moody’s Investors Service], and thank you for inviting me to speak with you and your colleagues at Moody’s here today. We are living through a transformation …
In our prior Viewpoint, “Recap of the 2024 Say on Pay Season,” [1] we reported that Institutional Shareholder Services (ISS) opposed 7.7% of S&P 500 Say on Pay (SOP) proposals, an unprecedented low. Prior to 2024, ISS opposed about 11% of S&P 500 …
Steps boards can take now to bolster AI oversight The data shows that boards are eager to spend more time on AI and gen AI, enhance their knowledge and experience, and accelerate the pace of adoption in their organizations. But how can boards best navigate …
In recent years, the popular press and academic commentators have expressed a concern that controlling shareholders of foreign issuers with a cross-listing in the United States (and especially Chinese issuers) are exploiting U.S. investors by paying …
As companies review their executive compensation program designs and related corporate governance policies, it can be helpful to consider current market practices and recent trends in order to inform discussions in the boardroom. Meridian’s 2024 Corporate …
