Author Archives: Victoria Sidoti

2024 Proxy Season: Preliminary Analysis of Say-on-Pay Voting Trends

By Victoria Sidoti | Published Wednesday, June 12, 2024

Introduction and Note on Data The data on say-on-pay voting and recommendations derives from ISS publications and SEC disclosure with respect to annual meetings of S&P 500 and Russell 3000 companies through May 20, 2024.  From January 1, 2024 to May 20, 2024, shareholders have voted on 257 and 1,177 say-on-pay proposals, respectively, at S&P […]

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Did Tesla Directors Take a Big Accounting Bet without any Independent Accounting Advice?

By Victoria Sidoti | Published Tuesday, June 11, 2024

This week, Tesla’s stockholders will vote on a Board proposal to restore Elon Musk’s massive options grant that a Delaware court invalidated in January. A key reason that the Board cited for favoring this restoration route over negotiating a new pay package is that reinstating the old one would not involve any new accounting charge. […]

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Letter in support of the proposed amendments to § 122 DGCL

By Victoria Sidoti | Published Tuesday, June 11, 2024

Dear Senator Townsend and Representative Griffith: I write in support of S.B. 313, and in particular the proposed amendments to Section 122 of the Delaware General Corporation Law (DGCL) that validate corporate power to enter into agreements that grant stockholders significant governance rights. These amendments respond to a recent decision by the Court of Chancery […]

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Key priorities for an “early days” GenAI strategy

By Victoria Sidoti | Published Tuesday, June 11, 2024

We are in what might be termed the early days of generative AI (GenAI). It was only in November 2022 that the consumer release of ChatGPT captured the world’s imagination. Since then, companies have been struggling to keep pace as GenAI’s potential and risks continue to expand. Early leaders have developed a strategy to address […]

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Section 122(18) DGCL: A proposed compromise

By Victoria Sidoti | Published Monday, June 10, 2024

Delaware finds itself in a post-Moelis crisis. On the one hand, the Chancery Court’s opinion is a well-supported interpretation of current Delaware law. If DGCL § 141(a) imposes any restrictions at all, the stockholder governance agreement at issue in that case – an agreement that gave founder Ken Moelis almost complete control over corporate decisions […]

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Call to Action: ISSB Global Adoption

By Victoria Sidoti | Published Monday, June 10, 2024

The transition to a net zero, sustainable global economy requires an efficient allocation of capital, and effective management of the associated risks and opportunities. In this context, consistent, reliable and decision-useful sustainability data from organisations is essential. With this data: Corporate boards can better exercise their oversight responsibilities on how sustainability-related risks and opportunities should […]

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Takeaways from SEC v. SolarWinds Motion to Dismiss Hearing

By Victoria Sidoti | Published Sunday, June 9, 2024

The SEC’s high-profile litigation against SolarWinds and its Chief Information Security Officer (CISO), Timothy Brown, reached a critical juncture on May 15, 2024, when the parties presented oral arguments before Judge Paul A. Engelmayer in the Southern District of New York on Defendants’ motion to dismiss. This client alert discusses the key critiques of the […]

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Investor statement in support of Climate Action 100+

By Victoria Sidoti | Published Saturday, June 8, 2024

As asset owners representing USD $4.6 trillion in assets, we remain deeply concerned about the investment risks posed by climate change to the economy, the markets and our portfolios. Investors encouraging companies to adopt ambitious and thoughtful plans to address climate-related risks aligns with our economic interests as long-term and diversified stewards of capital. Working collaboratively […]

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The Perils of Governance by Stockholder Agreements (2): A Note on Unplanned Consequences

By Victoria Sidoti | Published Friday, June 7, 2024

The Delaware Legislature is considering a proposal (“the proposal”) to amend Section 122 of the Delaware General Corporation Law (“DGCL”) to permit expansive use of stockholder agreements to opt out of the governance arrangements set by a company’s charter. (For a description of this proposal and the rationale offered in its accompanying Synopsis, see here) […]

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Letter in Opposition to the Proposed Amendment to the DGCL

By Victoria Sidoti | Published Friday, June 7, 2024

To the Honorable Members of the Delaware Legislature: We write to express our opposition to the proposed amendment to Section 122(18) of the Delaware General Corporation Law (“the Proposal”), introduced by the Corporation Law Section of the Delaware State Bar Association and ostensibly designed to respond to the decision in West Palm Beach Firefighters’ Pension […]

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