Cleary M&A and Corporate Governance Watch

Mergers and Acquisitions, Corporate Governance, Shareholder Activism

Latest from Cleary M&A and Corporate Governance Watch

Cleary M&A and Corporate Governance Watch

2020 Developments in Securities and M&A Litigation

January 20, 2021

Cleary Gottlieb’s “2020 Developments in Securities and M&A Litigation” discusses major developments from 2020 and highlights significant decisions and trends ahead. In Liu v. SEC, the most notable securities decision of 2020, the Supreme Court cemented but limited the SEC’s authority to seek disgorgement as “equitable relief” for a securities law violation. The Circuit courts also issued opinions that impact shareholder suits alleging violations of the securities laws, addressing both the standards district courts…

Cleary M&A and Corporate Governance Watch

The Changing Face of Activism

By James E. Langston & Claire Schupmann

January 19, 2021

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2021”. As we enter 2021, shareholder activism continues to evolve. The traditional campaigns waged by repeat activists leveling familiar critiques will undoubtedly persist into the new year and beyond. But by now most companies are well-versed in the old activist playbook and have developed their own game plan. In past years, some became…

Cleary M&A and Corporate Governance Watch

2021 M&A Outlook: Cautious Optimism for Robust Dealmaking

By Paul J. Shim, Kimberly R. Spoerri & Alix Simnock

January 19, 2021

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2021”. As we look back on the mergers and acquisitions landscape of 2020, clear trends emerge and paint a picture of what can be expected in 2021. Certain of these trends seemingly came from nowhere, while others have long been brewing. In either case, directors of both potential acquirors and potential targets will…

Cleary M&A and Corporate Governance Watch

Caremark Claims on the Rise Fueled by Section 220 Demands

By Roger A. Cooper, Mark E. McDonald, Kal Blassberger & Pascale Bibi

January 19, 2021

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2021”. As the 25th anniversary of the seminal Delaware Court of Chancery decision In re Caremark Int’l Inc. Deriv. Litig. (Caremark) approaches, there has been a notable rise in the number of cases in which Delaware courts are allowing Caremark claims against company directors to survive motions to dismiss. Significant drivers of this trend appear to be…

Cleary M&A and Corporate Governance Watch

Fulfilling the Board’s Expanded Oversight Role in Human Capital Management

By Mary E. Alcock, Helena K. Grannis & Julian Cardona

January 15, 2021

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2021”. Over the past few years, many boards have expanded their oversight and consideration of human capital management (HCM) to encompass issues beyond executive hiring and compensation. Before the COVID-19 pandemic, technology and the culture change brought by a new generation of workers had already commenced an irreversible shift in paradigm that established…

Cleary M&A and Corporate Governance Watch

ESG Considerations for Incentive Compensation Programs

By Mary E. Alcock

January 15, 2021

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2021”. Stakeholder attention to environmental, social and governance (ESG) issues continued to grow throughout 2020 driven by the COVID-19 pandemic (health and safety), the Black Lives Matter movement (diversity and inclusion) and worldwide wildfires (climate change), to name a few. Prodded by investors and other stakeholders, companies have increasingly realized the importance to…

Cleary M&A and Corporate Governance Watch

The Short-Termism Debate

By Nick Grabar & Fernando A. Martinez

January 15, 2021

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2021”. A curious feature of the past three years has been the intertwined controversies over earnings guidance, corporate “short-termism” and the quarterly disclosure system. The discussion has been illuminating, and, while further regulatory attention now seems unlikely, the perils of neglecting the long-term will likely continue to color how analysts, regulators and investors…

Cleary M&A and Corporate Governance Watch

Emphasis on Diversity Initiatives Broadens in Scope and Focuses on Impact

By Francesca L. Odell & Shuangjun Wang

January 14, 2021

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2021”. Diversity has long been a focus for both companies and stakeholders, but 2020 in particular saw diversity come to the forefront of stakeholders’ agendas. Against the backdrop of the ongoing COVID-19 pandemic and its disparate impacts on human capital, alongside increased focus on racial equity and justice and related unrest, we have…

Cleary M&A and Corporate Governance Watch

Corporate Sustainability: Moving Faster and Faster to the Center of Strategy and Shareholder Value

By David Lopez & Calvin Ketchum

January 14, 2021

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2021”. Corporate sustainability has in a few short years become a mainstream capital allocation and voting criterion for many institutional investors. As a consequence, those investors are calling for consistent, comparable and reliable sustainability disclosure capturing the risks and opportunities faced by the businesses in which they invest. To read the full post,…

Cleary M&A and Corporate Governance Watch

Progress Since Paris: Sustainable Policy in Europe in 2020 and Beyond

By Chris Macbeth, Géraldine Bourguignon & Caroline Petruzzi McHale

January 14, 2021

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2021”. Following the celebration of the five-year anniversary of the Paris climate conference (COP21) in December 2020, Europe stands out as one of the leaders in developing policies that support the goals of the Paris Agreement, providing frameworks for companies and investors alike to redirect capital flows toward environmentally sustainable activities, as well…

Cleary M&A and Corporate Governance Watch

Mergers and Acquisitions, Corporate Governance, Shareholder Activism

Blog Authors

2020 Developments in Securities and M&A Litigation

The Changing Face of Activism

2021 M&A Outlook: Cautious Optimism for Robust Dealmaking

Caremark Claims on the Rise Fueled by Section 220 Demands

Fulfilling the Board’s Expanded Oversight Role in Human Capital Management

ESG Considerations for Incentive Compensation Programs

The Short-Termism Debate

Emphasis on Diversity Initiatives Broadens in Scope and Focuses on Impact

Corporate Sustainability: Moving Faster and Faster to the Center of Strategy and Shareholder Value

Progress Since Paris: Sustainable Policy in Europe in 2020 and Beyond

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