S&C Critical Insights

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.

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.

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.

Fiduciary Duty Conversations During COVID-19: Ways to Save a Business

S&C partners Jim Bromley and Andy Dietderich, the co-heads of our Global Restructuring practice, discuss strategies for boards confronting the “zone of insolvency” during the COVID-19 crisis.

 

While the pandemic has changed business-planning and liquidity discussions, fiduciary duties of care, loyalty and good faith remain constant, and boards can continue taking careful risks in a “zone of safety.” Andy and Jim discuss innovation in Delaware law for director duties and ways contingency planning can help save a business from ultimately filing for Chapter 11.

Anti-Fraternization Policies

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, discuss anti-fraternization policies. Annie and Liz explain what these policies are, why they are becoming increasingly important, and what organizations need to consider when instituting them.

Business Continuity Planning for Boards During COVID-19

In this episode of S&C’s Critical Insights podcast series, M&A partners Eric Krautheimer and Melissa Sawyer discuss business continuity planning in light of the COVID-19 pandemic. Eric and Melissa review proactive steps boards can take in the best interest of their corporation while fulfilling their role as fiduciaries.

Emerging Issues in Private Securities Litigation

In this episode of S&C’s Critical Insights podcast series, partners Jeff Scott and Julia Malkina review trends and emerging issues in private securities litigation. Topics include the record number of securities class actions filed last year, how state court proceedings have changed post-Cyan, and updates related to the COVID-19 pandemic.