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Potential Limitations on the SEC’s Ability to Seek Disgorgement
By Zach Zwillinger, Jennifer L. Conn, and Kevin P. Broughel on December 22, 2023
Summary: The U.S. Court of Appeals for the Second Circuit recently issued a decision which could have important implications for the SEC when seeking disgorgement. In Securities and Exchange Commissi...
New California Law Imposes AntiGreenwashing Disclosure Requirements Starting in January 2024
By Brian Wilmot, Paige Rinderer, and Tara K. Giunta on December 22, 2023
California has a new climate bill targeting corporate greenwashing that imposes disclosure requirements starting on January 1, 2024. The Voluntary Carbon Market Disclosure Act (AB 1305) establishes th...
Glass Lewis Releases Updated Guidelines for 2024 Proxy Season
By Spencer Francis Young and Sean Donahue on December 22, 2023
On November 16, 2023, proxy advisory firm Glass Lewis released its 2024 Proxy Voting Policy Guidelines. The guidelines will apply to shareholder meetings occurring after January 1, 2024. For a summary...
FTC Pursues Improper Orange Book Listings
By Mary Walser and Michael S. Wise on December 22, 2023
In September 2023, the FTC issued a policy statement warning branded drug manufacturers that it would scrutinize improper Orange Book patent listings as potential unfair method of competition in viola...
FTC and DOJ Issue Final Merger Guidelines
By Mary Walser on December 22, 2023
On December 18, 2023 the FTC and DOJ jointly issued the 2023 Merger Guidelines, which describe the factors and frameworks the agencies utilize when reviewing mergers and acquisitions. The first draft...
Delaware Chancery Court Considers Limitations of Certain “Con Ed” Provisions
By Jon Kubek on December 22, 2023
Decision: On October 31, 2023 the Delaware Court of Chancery, in an opinion by Chancellor McCormick, rejected a mootness fee petition brought by a former Twitter (n/k/a X) stockholder. The former stoc...
Recent Rulings from Delaware Chancery Favorable to Companies in Shareholder Activism Context
By Sean Donahue, Eduardo Gallardo, and Brad Bondi on December 22, 2023
Two recent rulings from the Delaware Court of Chancery relating to matters that frequently arise in proxy contests and activism settlement agreements were favorable to companies. In Paragon Technologi...
Corporate America Beware: Labor Unions, Social Activists, and Universal Proxy Cards
By Sean Donahue, Eduardo Gallardo, and Ankush Dhupar on December 22, 2023
On November 21, 2023, a coalition of labor unions led by the Service Employees International Union (SEIU), announced that it has nominated three director candidates for election to the Board of Direct...
The SEC Announces Fiscal Year 2023 Year-End Enforcement Results
By Sara Ortiz on December 22, 2023
On November 14, 2023, the SEC’s Division of Enforcement announced its enforcement results for the 2023 fiscal year, which ended on September 30, 2023. Below is an overview of key areas of focus and n...
Cybersecurity Real-Time Disclosure Reminder and Recent C&DIs
By Spencer Francis Young and Sean Donahue on December 22, 2023
As of December 18, 2023, all issuers other than smaller reporting companies (SRCs) need to comply with new Item 1.05 of Form 8-K or the equivalent disclosure in Form 6-K for foreign private issuers. ...