Corporate governance

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Amendments to Delaware General Corporation Law expand safe harbor for controlling stockholder transactions and circumscribe books and records demand obligations

By Josh Kaufman, Era Anagnosti, Jon Venick & Ron Llewellyn on May 5, 2025

The Governor of Delaware has signed into law Senate Bill 21 (SB 21), which amends certain sections of the Delaware General Corporation Law (DGCL) governing controlling stockholder transactions under DGCL Section 144 and stockholder demands for books and records under DGCL Section 220.

Signed on March 25, 2025, these amendments…

To control or not to control: SEC issues new guidance impacting Schedule 13G filers

By Era Anagnosti, Sanjay Shirodkar, Rita Patel, Keith Ranta, Michelle Lara & Jenna Fontenot on March 10, 2025

Posted in Annual meetings, Corporate governance, ESG, Proxy voting, SEC developments, Shareholder engagement

The US Securities and Exchange Commission (SEC) recently issued a new Compliance and Disclosure Interpretation, Question 103.12 (C&DI), that may significantly impact how public companies engage with their shareholders. Released on February 11, 2025, this C&DI focuses on the eligibility criteria for reporting beneficial ownership on Schedule 13G compared to Schedule…

Shareholder proposals – the great reset again! (Part 2)

By Sanjay Shirodkar & Jenna Fontenot on March 4, 2025

Posted in Annual meetings, Corporate governance, Proxy solicitations, SEC developments, Shareholder proposals

In our earlier blog post, we discussed Staff Legal Bulletin 14M (SLB 14M), which rescinded prior Staff Legal Bulletin 14L (SLB 14L). The staff of the US Securities and Exchange Commission (SEC) indicated that SLB 14M is intended to clarify the views of the SEC staff (Staff) on the…

Notice of Exempt Solicitations are under scrutiny

By Sanjay Shirodkar & Jenna Fontenot on February 18, 2025

Posted in Annual meetings, Corporate governance, Proxy solicitations, Proxy voting, SEC developments, Shareholder engagement

It may now be more difficult to use the exempt solicitation process as a messaging tool. As one of the first acts of the new US Securities and Exchange Commission (SEC) Administration, the staff of the SEC revised certain Compliance and Disclosure Interpretations (C&DIs) related to the use of Notice…

Top 10 considerations before joining a public company board

By DLA Piper on February 3, 2025

Posted in Corporate governance, Public company board service

For a highly accomplished executive, an invitation to join a public company’s board of directors may seem like a career milestone. However, first-time directors may be surprised to learn about the level of scrutiny they will likely face, much of which is unavoidable and may not be immediately apparent. Knowing…