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On May 1, 2023, the Delaware Court of Chancery addressed an unsettled question under Delaware law—whether a fully informed, uncoerced vote of disinterested stockholders (so-called “Corwin cleansing”[1]) can be applied to defeat claims to enjoin defensive measures under Unocal Corp. v. Mesa Petroleum Co.Continue Reading Corwin Cleansing Denied In Action For Post-Closing Injunctive Relief Under Unocal

The litigation recently launched in England by the NGO, ClientEarth, against the members of the board of directors of Shell plc has generated a significant level of interest from organisations who wish to understand the implications for directors more generally.  The claim raises novel issues regarding directors’ responsibilities for a company’s environmental impact, and questions about how environmental obligations should be implemented and enforced.Continue Reading ESG Litigation: Derivative Claims Against Directors: Q&A

Last year we noted that U.S. antitrust enforcement was in a period of nearly unprecedented public attention and policy debate, and also that the Biden Administration seemed likely to launch significant new policy initiatives as the year progressed. …
Continue Reading 2023 Update: U.S. Antitrust Sets Sail into Uncharted Seas

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2023”.

In a recent survey of almost 2,800 global organizations, one in five respondents reported experiencing a ransomware attack in 2021—with almost half of those respondents suffering significant operational impacts as a result.…

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2023”.

As the value of data continues to increase exponentially, so too do the associated risks, including risk of cyberattacks, data breaches or data-related litigation, as well as rising regulation throughout the world…

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2023”.

In the United States, the Inflation Reduction Act of 2022 (IRA) was passed in August. 

The IRA will be of relevance to many U.S. taxpayers, with three particular areas of focus for…

This high-level overview of a couple of noteworthy DOL regulatory initiatives should be useful for boards and management teams alike.  The first  is a proposed amendment to a popular “prohibited transaction” exemption, which, if passed, will have a significant impact on many financial contracts, including existing loan and ISDA contracts.  The second is a final regulation governing ERISA plan investments, which could alter how plan investors consider ESG as part of their investment strategy and manage their investments in public companies…
Continue Reading The DOL Finalizes Yet Another Rule on ESG and Proxy Voting and Proposes Significant Amendments to the QPAM Exemption