In this episode, Robyn Bew, EY Americas Center for Board Matters Director, shares insights from the EY Americas Board Priorities 2025 report. Robyn discusses how corporate boards’ priorities have evolved year-over-year, including oversight of management’s response to volatile economic
Latest from Across The Board
Updates to Exchange Act Rule 10b5-1 Compliance and Disclosure Interpretations
On April 25, 2025, the staff (the “Staff”) of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) announced several new, withdrawn or revised Compliance and Disclosure Interpretations, all relating to Exchange Act Rule 10b5-1, covering trading
Delaware Law Alert: A Step-by-Step Approach for Boards Evaluating Conflicted Director, Officer, and Controlling Stockholder Transactions Under the Amended Delaware Corporation Law
A significant revision to the Delaware General Corporation Law has changed how corporations approve transactions with their directors, officers, and controlling stockholders. The amendments include “safe harbor” protection from certain equitable and monetary claims for qualifying transactions. This Legal Update
MB Sounding Board: Franchise Leader, Delaware
In this episode (approx. 10 minutes), Professor Anat Alon-Beck of Case-Western Reserve University School of Law (follow her work on SSRN) talks to us about her scholarship. In particular, Prof. Alon-Beck discusses some of the findings regarding competition among
Delaware Governor Signs SB 21 Into Law
Delaware Governor Matt Meyer signed Senate Bill 21 (“SB 21”) into law Tuesday night, pushing forward a measure that has drawn strong criticism from shareholder and consumer advocacy groups.
The bill made its way to the governor’s desk after a debate
2025 Corporate Governance Roundtable
Mayer Brown partner Jennifer Zepralka will participate in the 2025 Corporate Governance Roundtable, hosted by the Harvard Program on Corporate Governance. The Roundtable focuses on current issues in corporate governance, including:
- Legal/political changes at the federal level;
- Issuers and the
The Future of Board Diversity Disclosures
The current proxy season presents new challenges and opportunities for U.S. companies as they face shifting expectations regarding board diversity. There are a number of notable developments. The Fifth Circuit Court of Appeals decision to vacate the Nasdaq diversity rules,
SEC Staff Issues Legal Bulletin Announcing Changes to Shareholder Proposal Review Process During the 2025 Proxy Season
On February 12, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission issued Staff Legal Bulletin No. 14M (“SLB 14M”), which rescinds in part Staff Legal Bulletin No. 14L (“SLB 14L”).
Tracing Trouble: Ninth Circuit Dismisses Slack Investor Lawsuit
On February 10, 2025, the Ninth Circuit Court of Appeals ruled in favor of Slack Technologies LLC, dismissing an investor class action lawsuit brought under Sections 11 and 12(a)(2) of the Securities Act. This decision follows the 2023 U.S. Supreme