Author Archives: Victoria Sidoti

Weekly Roundup: March 29-April 4, 2024

By Victoria Sidoti | Published Friday, April 5, 2024

Legal Risk and Insider Trading Posted by Marcin Kacperczyk (Imperial College London) and Emiliano S. Pagnotta (Singapore Management University), on Friday, March 29, 2024 Tags: Insider trading, legal risk, Newman Ruling, stock market, Trading strategies SEC Adopts New Rules for Climate-Related Disclosures Posted by Brian Breheny, Marc Gerber, and Raquel Fox, Skadden, Arps, Slate, Meagher […]

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Proposed Amendments to the DGCL Address Recent Caselaw on Stockholder and Merger Agreements

By Victoria Sidoti | Published Thursday, April 4, 2024

The Council of the Corporation Law Section of the Delaware State Bar Association today released proposed Amendments (“Amendments”) to the Delaware General Corporation Law (“DGCL”) that, if adopted into law, would address recent caselaw regarding the facial validity of certain stockholder agreements, the ability of parties to a merger agreement to contract for certain pre-closing remedies and […]

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CSRD Compliance: A Stitch in Time Will Save Nine

By Victoria Sidoti | Published Tuesday, January 23, 2024

Key Takeaways Many U.S. companies with subsidiaries in the EU will be subject to reporting requirements in 2026 based on fiscal year 2025, leaving around 13 months to assess gaps and implement proper processes and controls to track new metrics beginning in 2025. In contrast to publicly listed companies, privately held firms may be less […]

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Navigating ESG Fatigue in Shareholder Voting

By Victoria Sidoti | Published Monday, January 22, 2024

The 2023 proxy season was marked by a record number of shareholder proposals, declining support for proposals, and shareholder proposal fatigue among companies and institutional investors. This report provides guidance on how companies can approach offseason engagement with investors and prepare for the challenges of the 2024 proxy season.

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US Deals 2024 outlook

By Victoria Sidoti | Published Sunday, January 21, 2024

Corporate profits and alternative structures provide reason for optimism M&A activity has been hampered as dealmakers seek clear economic signals. The swings of COVID-era volatility have subsided but executives are still searching for equilibrium in a world with sizable valuation gaps, higher-for-longer interest rates and geopolitical-driven economic de-couplings. While deals are still getting done, many […]

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Chancery Court Confirms High Bar to Pleading Caremark Oversight Claims Against Officers

By Victoria Sidoti | Published Saturday, January 20, 2024

Earlier this year, in its McDonald’s decision, the Court of Chancery established for the first time that not only corporate directors but also officers have oversight duties under Caremark. In Segway v. Cai (Dec. 14, 2023), the court, for the first time since McDonald’s, has addressed officers’ Caremark duties.

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Key Considerations for the 2024 Proxy Season

By Victoria Sidoti | Published Thursday, January 18, 2024

In this client update, we highlight key considerations public companies should keep in mind when preparing their proxy statements for their 2024 annual meetings, including guidance published by the U.S. Securities and Exchange Commission (the “SEC”) regarding: The timing of new insider trading disclosures required by Item 408(b) and Item 402(x), which will not take […]

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Poison Bonds

By Victoria Sidoti | Published Thursday, January 18, 2024

Corporate bonds with a poison put covenant, which we refer to as “poison bonds”, first appeared during the hostile takeover wave in the 1980s. A poison put covenant grants bondholders the right to demand immediate repayment of the bond in a change-of-control event. Originally designed to protect bondholders from potential wealth transfer following leveraged buyouts, […]

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2023 Disclosure Practices on Board Leadership and Structure

By Victoria Sidoti | Published Thursday, January 18, 2024

Board Leadership Board Chair Independence At larger companies, the trend toward board chair independence seems to have plateaued. Some 36% of S&P 500 firms have an independent chair, a percentage that hasn’t changed since 2021. At 44% of S&P 500 companies, the current CEO also serves as board chair (a slight increase from 42% in […]

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Edgio, Match, and Trusting Delaware Judges to “Get It Right”

By Victoria Sidoti | Published Wednesday, January 17, 2024

On November 8, 2023, I had the honor of guest lecturing Professor Jesse Fried’s Harvard Law School M&A Litigation Class.  The lesson title was “The Vitality of the Unocal Doctrine and In re Edgio, Inc. Stockholders Litigation.”  The presentation addressed various tactical issues in identifying and prosecuting breach of fiduciary duty suits, but focused on […]

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