Topics

Activist Investors

Activist Settlements: Fiduciary Questions for BoardsChancery Court Strikes Down The Williams Companies “Activist Pill”

Antitrust

What Does Lina Khan's Appointment as FTC Chair Mean for Your Business?

Arbitration

Milbank Litigators Publish A Guide for Boards and Companies Considering Whether to Pay a Ransom Following a Cyber Attack in the Harvard Law School Forum on Corporate GovernanceMilbank Litigators Assess Impact of DOJ’s Focus on “Foreign Agent” Cases in Harvard Law School Forum on Corporate Governance

Bitcoin

Milbank Litigators Publish Article on Addressing the Escalating Threat of Ransomware in Harvard Law School Forum on Corporate Governance

Capital Markets

SEC Chair Outlines Rulemaking Considerations for Potential New Climate-Related Disclosure Requirement

Climate

The SEC’s Proposed Climate-Related Risk Disclosure RulesThe SEC Proposes Enhanced Climate Disclosure RulesSEC Increasingly Scrutinizing Companies’ Voluntary Climate Change Disclosures

Climate Change

SEC Increasingly Scrutinizing Companies’ Voluntary Climate Change DisclosuresSEC Guidance on Shareholder Proposals – Staff Legal Bulletin 14L – Is This the Way to Regulate Climate Change?

Climate Disclosure

The SEC’s Proposed Climate-Related Risk Disclosure RulesThe SEC Proposes Enhanced Climate Disclosure RulesSEC Increasingly Scrutinizing Companies’ Voluntary Climate Change Disclosures

Corporate Governance

Alignment Advance Notice BylawDelaware Supreme Court Ruling on Advance Notice Bylaws – What’s In, What’s Out and What’s Missing from Advance Notice BylawsUPDATE: Slow Down, You Move Too Fast: The FTC Non-Compete Ban May Not Last

COVID-19

Chancery Court Strikes Down The Williams Companies “Activist Pill”D&O Insurance: State of the MarketFTC & DOJ Announce Temporary Suspension of HSR Act “Early Termination” and New HSR Act Thresholds

Cybersecurity

Milbank Litigators Publish A Guide for Boards and Companies Considering Whether to Pay a Ransom Following a Cyber Attack in the Harvard Law School Forum on Corporate GovernanceMilbank Litigators Publish Article on Addressing the Escalating Threat of Ransomware in Harvard Law School Forum on Corporate Governance

D&O

D&O Insurance: State of the Market

Delaware Chancery

Delaware Court of Chancery Clarifies Controller Transaction Conflict of Interest RulesDelaware Supreme Court Ruling on Advance Notice Bylaws – What’s In, What’s Out and What’s Missing from Advance Notice BylawsDelaware Court of Chancery Rejects Validity of “New Wave” Stockholder Agreement Terms that Constrain Traditional Board Authority

Delaware General Corporation Law

Alignment Advance Notice BylawContracting Out of Corporate Law: Should Public Company Boards Be Allowed to Delegate Governance to a Single Stockholder?2022 Amendments to the Delaware General Corporation Law

Diversity

ISS Issues Proxy Voting Guidelines and Policy Updates for 2021

DOJ

Milbank Litigators Assess Impact of DOJ’s Focus on “Foreign Agent” Cases in Harvard Law School Forum on Corporate Governance

Environmental

The SEC’s Proposed Climate-Related Risk Disclosure RulesThe SEC Proposes Enhanced Climate Disclosure RulesSEC Increasingly Scrutinizing Companies’ Voluntary Climate Change Disclosures

ESG

The SEC’s Proposed Climate-Related Risk Disclosure RulesThe SEC Proposes Enhanced Climate Disclosure RulesSEC Increasingly Scrutinizing Companies’ Voluntary Climate Change Disclosures

Executive Compensation

UPDATE: Slow Down, You Move Too Fast: The FTC Non-Compete Ban May Not LastSEC Staff Issues Interpretations Relating to the Final “Pay Versus Performance” Disclosure RulesSEC Releases Final Pay Versus Performance Rules

Green Infrastructure

Milbank Attorneys Co-Author Chapter on ESG Considerations in ICLG: Environmental, Social & Governance Law 2022

HSR Act

The New HSR Form Is HereFTC & DOJ Announce Temporary Suspension of HSR Act “Early Termination” and New HSR Act Thresholds

IP

What Does Lina Khan's Appointment as FTC Chair Mean for Your Business?

Litigation

Delaware Supreme Court Ruling on Advance Notice Bylaws – What’s In, What’s Out and What’s Missing from Advance Notice BylawsMilbank Litigators Publish A Guide for Boards and Companies Considering Whether to Pay a Ransom Following a Cyber Attack in the Harvard Law School Forum on Corporate GovernanceMilbank Litigators Assess Impact of DOJ’s Focus on “Foreign Agent” Cases in Harvard Law School Forum on Corporate Governance

M&A

The New HSR Form Is HereConEd Is Not Dead In DelawareWhat Does Lina Khan's Appointment as FTC Chair Mean for Your Business?

National Security

Trump Administration Proposes Significant Changes to CFIUS and the Outbound Investment Review ProcessesU.S. Announces Expanded Sanctions Targeting Russia

Poison Pill

Chancery Court Strikes Down The Williams Companies “Activist Pill”

Privacy

Milbank Litigators Publish A Guide for Boards and Companies Considering Whether to Pay a Ransom Following a Cyber Attack in the Harvard Law School Forum on Corporate GovernanceMilbank Litigators Publish Article on Addressing the Escalating Threat of Ransomware in Harvard Law School Forum on Corporate Governance

Project Finance

Milbank Attorneys Co-Author Chapter on ESG Considerations in ICLG: Environmental, Social & Governance Law 2022

Proxy Disclosures

MORE CHOICE REQUIRES MORE INFORMATIONBuyers Beware - Aiding and Abetting Claims Based on Target’s Proxy Disclosure

Ransomware

Milbank Litigators Publish A Guide for Boards and Companies Considering Whether to Pay a Ransom Following a Cyber Attack in the Harvard Law School Forum on Corporate GovernanceMilbank Litigators Publish Article on Addressing the Escalating Threat of Ransomware in Harvard Law School Forum on Corporate Governance

Regulatory Updates

SPACs Fuel Hot M&A and IPO Markets – Will SEC Cool the Fire?U.S. Announces Expanded Sanctions Targeting RussiaFTC & DOJ Announce Temporary Suspension of HSR Act “Early Termination” and New HSR Act Thresholds

Risk

Milbank Litigators Publish Article on Addressing the Escalating Threat of Ransomware in Harvard Law School Forum on Corporate GovernanceD&O Insurance: State of the Market

Risk Management

Milbank Litigators Publish Article on Addressing the Escalating Threat of Ransomware in Harvard Law School Forum on Corporate Governance

Russia

U.S. Announces Expanded Sanctions Targeting Russia

Sanctions

U.S. Announces Expanded Sanctions Targeting Russia

SEC

Bylaw Amendments to Address Universal Proxy RulesSEC Staff Issues Interpretations Relating to the Final “Pay Versus Performance” Disclosure RulesSEC Releases Final Pay Versus Performance Rules

SEC Guidelines

MORE CHOICE REQUIRES MORE INFORMATIONThe SEC’s Proposed Climate-Related Risk Disclosure RulesBuyers Beware - Aiding and Abetting Claims Based on Target’s Proxy Disclosure

SPAC

SPACs Fuel Hot M&A and IPO Markets – Will SEC Cool the Fire?D&O Insurance: State of the Market

U.S. Securities and Exchange Commission

Key Takeaways from New SEC Universal Proxy Card Rules – Major Changes Make Activism Easier, Cheaper and Probably More Chaotic

Uncategorized

New York Appellate Division, First Department Holds That PSLRA Discovery Stay Applies to State Court ActionsActivist Settlements: Fiduciary Questions for BoardsDelaware Chancery Court Finds for Defendant Director, CTO and Founder of Oracle, Larry Ellison, in Derivative Suit Involving Conflicted Transaction