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Our attorneys have wide-ranging experience over many years in the corporate governance arena. As a result of this expertise, our lawyers have been helping clients cope with the array of legislative and regulatory responses coming out of the U.S. Congress, the U.S. Securities and Exchange Commission and major U.S. stock exchanges.
The SEC’s newly finalized pay-for-performance rules will require reporting companies to disclose standardized figures for compensation "actually paid" to the principal executive officer, average compensation "actually paid" to the remaining named executive officers, and certain other financial performance measures. Notably, these rules will take effect for proxies in the upcoming proxy season.
Litigation partner Jaren Janghorbani and corporate partner Krishna Veeraraghavan discuss ways to prevent board communications from inadvertently becoming the central focus of company litigation or a personal investigation in their article published in the summer 2022 issue of the National Association of Corporate Directors’ Directorship magazine.
Former Chancellor Andre Bouchard has joined Paul, Weiss as a partner in the Litigation Department, resident in Wilmington, Delaware.
Paul, Weiss represented the board of directors of commercial real estate REIT New York City REIT, Inc. in its successful proxy fight with activist hedge fund Comrit Investments 1, LP.
Corporate partner Laura Turano will co-moderate a panel, “Governance, Stewardship and Activism,” as part of the IBA’s annual International Mergers & Acquisitions Conference.
Paul, Weiss advised Suncor Energy, a leading Canadian integrated energy company based in Calgary, Alberta, in the activist campaign by and settlement agreement with Elliott Investment Management L.P.
Corporate partners Scott Barshay and Krishna Veeraraghavan will participate in The Deal’s 5th Annual Corporate Governance Conference, “Corporate Governance 2021: Business as a Driving Force for Social Change,” hosted by CNBC’s Jim Cramer.
The SEC recently approved Nasdaq’s board diversity requirements, which will apply to all Nasdaq-listed companies, including non-U.S. issuers, smaller-reporting companies and controlled companies. This is a significant step by a U.S. stock exchange, and likely the first of more ESG-related rules to come, as the SEC has indicated its intent to take up board diversity rulemaking in the next year.
Delaware Governor Issues Emergency Order Permitting Notice of Virtual-Only Shareholder Meetings by Exchange Act Filing and Press Release
Delaware’s governor issued an emergency order permitting Delaware public corporations to re-notice or adjourn annual or special shareholder meetings as virtual-only meetings solely by a filing and a press release.
In a video interview with The Deal's Tom Terrarosa, corporate partner Steve Williams discusses the prevalence of settlements in activism campaigns, why it's so common to settle and some of the most common settlement terms.
Delaware Court of Chancery Permits Buyer to Terminate Merger Due to Target’s Failure to Operate in the Ordinary Course; But Finds No MAE Due to COVID-19
The court held that COVID-19 did not result in a material adverse effect because pandemics fall within the exception for “natural disasters and calamities.”