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    1. Chancery Court Dismisses Complaint, Holding That Directors Were Not Conflicted in Approving a Merger Simply Due to the Threat of a Looming Proxy Contest

      Chancery Court Dismisses Complaint, Holding That Directors Were Not Conflicted in Approving a Merger Simply Due to the Threat of a Looming Proxy Contest

      In Rudd v. Brown, et al, C.A. No. 2019-0775 MTZ (Del. Ch. Sept. 11, 2020), the Delaware Court of Chancery (the “Court”) dismissed the plaintiff’s claim that the board members and the chief financial officer of Outerwall, Inc. (the “Company”) disloyally pursued and disclosed a two-step merger...

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    2. SEC Whistleblower Program Firing on all Cylinders

      SEC Whistleblower Program Firing on all Cylinders

      The FY 2020 report of the SEC Office of the Whistleblower reveals that the SEC whistleblower program is firing on all cylinders. Enforcement actions from whistleblower tips have resulted in orders for more than $2.7 billion in monetary sanctions, including more than $1.5 billion in disgorgement of which almost $850 million has been, or is scheduled to be, returned to harmed investors...

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    3. California Requires Board Diversity and Additional Company Disclosures

      California Requires Board Diversity and Additional Company Disclosures

      Legal Disclaimer You are responsible for reading, understanding and agreeing to the National Law Review's (NLR’s) and the National Law Forum LLC's Terms of Use and Privacy Policy before using the National Law Review website. The National Law Review is a free to use, no-log in database of legal and business articles. The content and links on www.NatLawReview.com are intended for general information purposes only...

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    4. ISS Publishes New FAQs on COVID-Related Compensation Decisions and Provides Guidance on Other Governance Matters

      ISS Publishes New FAQs on COVID-Related Compensation Decisions and Provides Guidance on Other Governance Matters

      On October 15, 2020, Institutional Shareholder Services, Inc. (“ISS”) published preliminary FAQs providing general guidance as to how ISS may assess COVID-related executive compensation decisions as part of its regular pay-for-performance qualitative evaluation for the upcoming proxy season...

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    5. Highlights from SEC Speaks 2020

      Highlights from SEC Speaks 2020

      The U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) held its annual SEC Speaks conference via Webex on October 8 and 9, 2020. The conference featured remarks from the Chairman and several commissioners, discussions regarding current enforcement initiatives and enforcement priorities for the upcoming year, and an update on litigation, judicial and legislative developments...

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    6. California Seeks to Expand its Board Diversity Mandate

      California Seeks to Expand its Board Diversity Mandate

      After testing the waters with SB 826’s gender diversity mandate, California’s legislature has further committed the state to equitable board representation with its new measure, AB 979 , which was passed on September 1. If Governor Newsom signs the bill into law by the September 30 deadline, California will (once again) lead the way in statutory diversity and inclusion mandates for public company boards...

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    7. Will the SEC’s Proposed Whistleblower Rules Undermine the Deterrent Effect of the Dodd-Frank Act?

      Will the SEC’s Proposed Whistleblower Rules Undermine the Deterrent Effect of the Dodd-Frank Act?

      The U.S. Securities and Exchange Commission’s (“SEC” or “Commission”) will shortly approve proposed amendments to its Dodd-Frank Act whistleblower program . [1] The most controversial proposal concerned a perceived “soft cap” that would limit the amount of awards in most large cases...

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    8. New Amendments to Delaware General Corporation Law Will Make It Easier for Companies to Become Public Benefit Corporations

      New Amendments to Delaware General Corporation Law Will Make It Easier for Companies to Become Public Benefit Corporations

      On July 16, 2020, Delaware adopted new amendments to its public benefit corporation statute, continuing a trend to make this relatively new corporate form more accessible. The amendments, among other things, (i) reduce impediments to use of the public benefit corporation form by eliminating supermajority voting requirements...

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    9. Board Oversight of Human Capital Management No Longer a Nice-to-Have for Smaller Public Companies

      Board Oversight of Human Capital Management No Longer a Nice-to-Have for Smaller Public Companies

      The COVID-19 pandemic has underscored the importance of board-level oversight of workforce issues at public companies. How boards have managed mandatory shutdowns and the ongoing return to work are likely to have a significant and lasting impact on company reputation and performance...

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    10. Impact of the CARES Act on Executive Compensation

      Impact of the CARES Act on Executive Compensation

      The CARES Act restricts how much executive compensation can be paid by employers that avail themselves of loans and loan guarantees from the US Treasury’s Exchange Stabilization Fund under Title IV of the CARES Act. Employers seeking this relief need to carefully assess the impact of these restrictions before applying for loans or loan guarantees. Participation in the Exchange Stabilization Fund is conditioned on complying with the executive compensation restrictions...

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    11. New York Enacts ‘Women on Corporate Boards Study’

      New York Enacts ‘Women on Corporate Boards Study’

      On December 30, 2019, New York governor Andrew M. Cuomo signed legislation requiring the New York State Department of State, partnered with the Department of Taxation and Finance, to conduct a study of the proportion of female members on the boards of domestic and foreign corporations licensed to do business in New York. The “Women on Corporate Boards Study” law requires corporations to report the number of directors on their boards and how many of those directors are women...

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    12. Dodd-Frank Whistleblower Claims are Arbitrable, Second Circuit Holds

      Dodd-Frank Whistleblower Claims are Arbitrable, Second Circuit Holds

      In a win for employers, the Second Circuit Court of Appeals recently held that whistleblower claims under the Dodd-Frank Act are arbitrable. Daly v. Citigroup Inc. , 939 F.3d 415 (2d Cir. 2019). The Second Circuit also held that a plaintiff’s failure to exhaust administrative remedies related to a Sarbanes-Oxley Act claim serves as a jurisdictional bar, warranting dismissal of the claim...

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    13. Delaware Court of Chancery Holds that a Stockholder’s Disagreement with a Board’s Business Judgment and Intent to Pursue a Proxy Contest is Not a “Proper Purpose” for a Section 220 Demand

      Delaware Court of Chancery Holds that a Stockholder’s Disagreement with a Board’s Business Judgment and Intent to Pursue a Proxy Contest is Not a “Proper Purpose” for a Section 220 Demand

      In High River Limited Partnership v. Occidental Petroleum Corp., C.A. No. 2019-0403-JRS, 2019 WL 6040285 (Del. Ch. Nov. 14, 2019) (Slights, V.C.), the Delaware Court of Chancery held that a stockholder’s mere disagreement with a business decision of a board of directors and intent to pursue a bone fide proxy contest is not a “proper purpose” to support a demand to inspect the corporation’s books and records ...

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