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”).
Latest from Across The Board - Page 11
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
California’s Climate Disclosure Laws: Navigating the Latest Updates
In late 2023, California enacted “first-of-its-kind” climate-related disclosure laws, addressing disclosures on greenhouse gas emissions and climate-related financial risks as well as disclosures aimed at increasing transparency and accountability around certain climate-related claims and use of voluntary carbon offsets. In
SEC Provides New Guidance on the Use of Schedules 13D and 13G
Last week, the U.S. Securities and Exchange Commission’s (the “Commission”) Division of Corporation Finance revised two Compliance and Disclosure Interpretations (“C&DIs”) relating to beneficial ownership disclosures on Schedules 13D and 13G. Schedule 13D is required to be filed to report
Reminder | State of Play: Delaware’s Corporate Franchise Business
Seminar: February 24, 20256:00 – 8:00 p.m.Register here.
Join the leaders of prominent university corporate governance centers for a discussion on one of the hottest topics in the field: Delaware’s continued leadership in the corporate chartering business. Delaware’s legislature
ISS Announces Halting Diversity-Based Voting Recommendations
On February 11, 2025, Institutional Shareholder Services, Inc. (ISS) announced that it will be halting consideration of certain diversity factors indefinitely when making vote recommendations with respect to the election and re-election of U.S. company directors under its Benchmark and
Redrafting the Blueprint: Delaware Legislature Proposes Amendments to DGCL amid DExit Concerns
On February 17, 2025, the Delaware legislature introduced Senate Bill 21 (SB21) and Senate Concurrent Resolution 17 (SCR17). SB21 proposes amendments to the Delaware General Corporate Law (DGCL) that expand the safe harbor afforded in the context of certain interested
Shift in Shareholder Proposal Guidance
In January, Securities and Exchange Commission Commissioner Hester Peirce discussed her desire to reevaluate the SEC’s shareholder proposal process, suggesting that the SEC do “a better job protecting investors from having their resources diverted to deal with shareholder proposals that
Exiting Delaware: The TripAdvisor Decision
On February 4, 2025, the Delaware Supreme Court (the “Court”) overturned a prior ruling by the Delaware Court of Chancery, which subjected TripAdvisor Inc.’s (“TripAdvisor”) and Liberty TripAdvisor Holdings Inc.’s (“Liberty”) corporate conversions to Nevada to an entire fairness review.
SEC Statement on Climate-Based Disclosure Rule Provides Insight into Evolving Disclosure Priorities
Over the last few weeks, each of the US Securities and Exchange Commission’s members have highlighted the current Commission’s views of disclosure by public companies. On February 11, 2025, Acting Chairman Mark Uyeda’s Statement on Climate-Related Disclosure Rules (the “Statement”)