Delaware has overhauled its framework for stockholder books and records inspection rights. Amendments to Delaware General Corporation Law (DGCL) §220, enacted on March 25, 2025, seek to address the concern that inspection rights had become overly burdensome for corporations. Amended §220
Across The Board
Keeping companies and their boards a step ahead.
Across The Board, published by Mayer Brown, covers a broad range of corporate and securities law topics with a focus on regulatory developments affecting public companies and foreign private issuers. The blog addresses issues such as SEC disclosure requirements, proxy advisory firm regulations, shareholder voting guidelines, and legislative changes impacting corporate governance. It also discusses trends in areas like environmental, social, and governance (ESG) policies, diversity, equity, and inclusion (DEI), cybersecurity, artificial intelligence, and financial reporting. The content is aimed at helping corporations, financial institutions, and legal professionals navigate complex compliance and disclosure obligations in the evolving regulatory landscape.
Latest from Across The Board - Page 10
Shareholder Proposals in the Wake of Staff Legal Bulletin 14M
As we previously addressed here, on February 12, 2025, the Staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance published Staff Legal Bulletin 14M (“SLB 14M”). Among other things, SLB 14M rescinded previous Staff guidance on…
MB Sounding Board: 2025 Outlook for Boards
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…
MB Sounding Board: Lessons from the Film “OnBoard”
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the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) announced several new, withdrawn or revised Compliance and Disclosure Interpretations, all relating to Exchange Act Rule 10b5-1, covering trading…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,…