S&C Critical Insights

Lessons From the 2020 Proxy Season: Board Diversity

In this episode of S&C’s Critical Insights podcast series, Marc Treviño, co-head of S&C’s Corporate Governance practice and managing partner of its Executive Compensation Group, is joined by Annie Ostrager, co-head of the Firm’s Labor & Employment Group, to discuss lessons from the 2020 proxy season on board diversity.

 

This season was the first time U.S. public companies received a meaningful number of shareholder proposals specifically emphasizing the issue of racial diversity on boards. Marc and Annie highlight why this topic continues to be important for investors and corporate stakeholders. They also explore recent litigation centered on breaches of fiduciary duty and other allegations related to failures to achieve diversity on the board.

 

Click here to learn more about S&C’s 2020 Proxy Season Review and watch our recent webinar.

Lessons From the 2020 Proxy Season: Human Capital Proposals

In this episode of S&C’s Critical Insights podcast series, Marc Treviño, co-head of the Firm’s corporate governance practice and managing partner of its executive compensation group, discusses how the COVID-19 pandemic and other recent events may increase the prevalence of human capital proposals submitted by shareholders following the 2020 proxy season. Marc explores why more companies are likely to adopt or expand public disclosure on human capital management next year in response to growing pressure from investors and regulators. He also outlines changes to expect for specific categories of human capital proposals, including those related to diversity, arbitration and social capital.

Click here to learn more about S&C’s 2020 Proxy Season Review and watch our recent webinar.

Lessons From the 2020 Proxy Season: Virtual Shareholder Meetings

In this episode of S&C’s Critical Insights podcast series, Melissa Sawyer, M&A partner and co-head of the Firm’s Corporate Governance & Activism Practice, discusses the impact of the COVID-19 pandemic on shareholder meetings for U.S. issuers during the 2020 proxy season, when meetings were largely virtual for the first time. Melissa provides an overview of how companies and stakeholders have reacted to the shift. She also looks ahead to how the evolving expectations of investors might affect the format of meetings in 2021.
 
For more information on this topic, listen to Melissa’s previous podcast on earlier developments in legal requirements for the implementation of virtual shareholder meetings.
 
Click here to learn more about S&C’s 2020 Proxy Season Review and watch our recent webinar.

Developing a Robust Multi-National Compliance Program

In this episode of S&C’s Critical Insights podcast series, Litigation partner Brendan Cullen and special counsel Tony Lewis discuss key considerations for companies in building and sustaining an effective compliance program. They provide an overview of guidance from U.S. enforcement agencies, including the DOJ and OFAC; explore issues that can arise for companies with multi-national operations; and conclude with a few best practices.

 

For more information on this topic, download Part 2, Chapter 4 of Latin Lawyer’s The Guide to Corporate Compliance here, authored by Brendan and Tony.

Updates to Anti-Fraternization Policies and Issues Raised by McDonald’s

In this episode of S&C’s Critical Insights podcast series, Annie Ostrager, co-head of the Firm’s Labor and Employment Law Group, and Liz Cassady, special counsel in the Firm’s Litigation Group, update their previous podcast on anti-fraternization policies. Annie and Liz examine recent shareholder derivative litigation against McDonald’s Corporation that reinforces the need to consider the scope of any investigation of alleged breaches of company policies. They also discuss the importance of leadership when establishing a workplace culture that recognizes the impact of anti-fraternization policies.

Supreme Court Business Review: Criminal Defense and Investigations in Kelly and Liu

In this episode of S&C’s Critical Insights, Litigation partners Judd Littleton and Julia Malkina are joined by Nicky Friedlander and Kamil Shields, members of S&C’s Criminal Defense and Investigations Group, in a continuation of S&C’s Supreme Court Business Review podcast series.

Former federal prosecutors Nicky and Kamil discuss two of the Supreme Court’s decisions from last term in the criminal defense and investigations area. First, they discuss Kelly v. United States, which overturned the convictions in the so-called “Bridgegate” scandal, limiting the reach of the federal fraud statutes.  Second, they discuss Liu v. SEC, which considered the scope of the SEC’s disgorgement authority in federal court. Nicky and Kamil share their insights on the implications of these decisions for businesses and practitioners.

S&C’s Criminal Defense & Investigations

Lawyers in the Firm’s Criminal Defense and Investigations Group (CDIG) represent clients around the world in high-stakes matters relating to white-collar criminal defense, regulatory enforcement and internal investigations. The group includes 12 former federal and state prosecutors; former bank regulatory counsel; and leading practitioners in banking, securities and commodities regulation and enforcement. The team boasts extensive trial experience, having collectively handled more than 125 criminal trials in federal and state courts.

S&C’s Appellate Practice

S&C’s appellate practice draws on the experience of 11 former U.S. Supreme Court clerks and more than 160 clerks to judges on all 13 federal courts of appeals and many state courts and international tribunals. S&C lawyers have achieved success for the Firm’s clients in cases before the U.S. Supreme Court, federal courts of appeals and administrative agencies, state supreme and appellate courts, and numerous international tribunals.

S&C’s Litigation Practice

Our Litigation Group draws upon S&C’s deep experience in corporate, financial and transactional law, forming integrated teams that handle any issue that may arise. We manage matters through every stage of the litigation life cycle, before any court, arbitration panel or regulatory agency.

 

Implications of the Ninth Circuit's Qualcomm Patent Licensing Decision

In this episode of S&C’s Critical Insights, Garrard Beeney, co-head of the Firm’s Intellectual Property and Technology Group, is joined by Antitrust Special Counsel Sophie Vandergrift to discuss the Ninth Circuit’s recent decision in the FTC’s suit against Qualcomm over its patent licensing program. The opinion overturned the district court’s ruling for the FTC, and handed Qualcomm a resounding victory. Garrard and Sophie provide an overview of the Ninth Circuit’s decision, discuss some of the Court’s key holdings, and offer thoughts about the decision’s implications for patent holders, companies doing business with patent holders, and dynamic technology markets in general.

Supreme Court Business Review: Labor & Employment in Bostock and Comcast

In this episode of S&C’s Critical Insights, Litigation partners Judd Littleton and Julia Malkina are joined by Julie Jordan and Annie Ostrager, co-heads of the Firm’s Labor and Employment Group, in a continuation of S&C’s Supreme Court Business Review podcast series.

 

Julie and Annie discuss two recent employment law developments at the Supreme Court. First, they review the much-awaited decision in Bostock v. Clayton County, Georgia, a case holding that Title VII of the Civil Rights Act of 1964 prohibits discrimination based on sexual orientation and gender identity. Next, they explore Comcast v. National Association of African American-Owned Media, a decision determining the causation standard for race discrimination claims under Section 1981 of the Civil Rights Act of 1866. Julie and Annie share their insights on the implications of these decisions for businesses and employment law practitioners. 

Supreme Court Business Review: Arbitration in GE Energy and Schein II

In this episode of S&C’s Critical Insights, Litigation partners Judd Littleton and Julia Malkina are joined by Joe Neuhaus and Andrew Finn, co-heads of S&C’s Arbitration Practice, in a continuation of S&C’s Supreme Court Business Review podcast series.

Joe and Andrew discuss two recent arbitration developments at the Supreme Court. First, they review the recent decision in GE Energy Power Conversion France SAS v. Outokumpu Stainless USA, which addresses when persons who did not sign an arbitration agreement can nevertheless pursue arbitration in international cases. Second, they discuss the grant of certiorari in Henry Schein v. Archer & White Sales on its return to the Supreme Court to consider again the circumstances under which a court rather than arbitrators may decide whether a case is subject to arbitration.

Recent M&A and Litigation Developments in Delaware

In this episode of S&C’s Critical Insights podcast series, Litigation partners John Hardiman and Brian Frawley join M&A partner Matt Goodman to provide an overview and analysis of recent Delaware corporate law developments. The partners explore new guidance on the Delaware Supreme Court’s decision in Kahn v. M&F Worldwide that provides a safe harbor for controlling stockholder buyouts, updates to the law governing Caremark claims, recent trends in books and records requests under Delaware law and litigation related to the COVID-19 pandemic.