Lessons from the 2024 Proxy Season, Part 2

In this episode of S&C’s Critical Insights, Jeff Scott and Julia Malkina, Co-Heads of S&C’s Securities Litigation Practice, discuss the upcoming November 13 oral argument in NVIDIA Corp. v. E. Ohman J:or Fonder AB and the potential implications for companies’ securities-litigation exposure. 

In this episode of S&C’s Critical Insights, Jeff Scott and Julia Malkina, Co-Heads of S&C’s Securities Litigation Practice, discuss the upcoming November 6 oral argument in Facebook v. Amalgamated Bank and its implications for companies’ risk disclosures and potential litigation regarding those disclosures.  The issue before the Court is whether a company’s risk disclosures are false or misleading when they do not disclose that a risk has materialized in the past—and if so, under what circumstances. Public companies routinely make such risk disclosures, so this case has the potential to have significant effects both on companies’ disclosure practices and potential exposure.

In this episode of S&C’s Critical Insights, Samantha Hynes, a partner in S&C’s Antitrust Group, and Brad Smith, special counsel in the Antitrust Group, discuss the impact of the Federal Trade Commission’s final rule that made substantial modifications to the form used to report transactions requiring a premerger filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The new form will require substantially more information and documents than are currently required.

In this episode of S&C’s Critical Insights, S&C litigation partner John Hardiman discusses Vice Chancellor J. Travis Laster’s recent ruling in Sarah Clement v. Apollo Global Management and its implications for controlling shareholders in M&A transactions. Despite the Delaware Chancery Court’s intense scrutiny of transactions involving controlling shareholders, the Court gave the controller a rare win and dismissed a complaint alleging that a merger was unfair because the controller allegedly extracted unique benefits to the determinant of minority shareholders. Along the way, the court also elaborated upon two issues of Delaware “unique benefit” law in controlling stockholder transactions of interest to Delaware practitioners: (i) whether the unique benefit received by the controller has to be at the expense of the minority; and (ii) the framework for analyzing challenges to a merger where the claimed benefit is the elimination of litigation exposure.

In this episode of S&C’s Critical Insights, Corporate Governance Co-Heads Marc Treviño and Melissa Sawyer and Special Counsel June Hu continue to analyze significant trends and developments that emerged from the recent U.S. annual meeting proxy season and provide takeaways for 2025.

In this episode of S&C’s Critical Insights, Corporate Governance Co-Head Marc Treviño analyzes significant trends and developments that emerged from the recent U.S. annual meeting proxy season.

In this episode of S&C’s Critical Insights, Tony Lewis and Eric Kadel, Co-Heads of S&C’s National Security Practice, Sergio Galvis, Head of the Firm’s Latin American Practice and Inosi Nyatta, Co-Head of S&C’s Project Finance Group, discuss key takeaways for U.S. companies considering cross-border investments, especially in light of the new Treasury Regulations that prohibit certain outbound investments in sensitive technologies.

In this episode of S&C’s Critical Insights, Annie Ostrager, Co-Head of S&C’s Employment Law Group, and Jeannette Bander, a partner in S&C’s Executive Compensation Group, provide an update on the nationwide injunction against the FTC’s non-compete rule and discuss considerations for companies in light of this decision.

In this episode of S&C’s Critical Insights, Nader Mousavi, Co-head of S&C’s Artificial Intelligence Practice, and Jay Clayton, Senior Policy Advisor and Of Counsel to S&C, discuss key considerations for boards in their oversight of a company’s AI technologies and policies, and how to build an effective AI governance framework. Boards should stay informed and be proactive, Nader and Jay note. With regulations around AI still evolving, having a robust governance framework can protect a company from potential legal issues and enhance a company’s reputation for responsible and ethical AI use.  Disclaimer: This is not legal advice.

In this episode of S&C’s Critical Insights, Bill Monahan, Head of S&C’s Products Liability & Mass Torts Group, and Shane Palmer, an associate in the Firm’s Litigation Group, examine the new proposed Rule 16.1 of the Federal Rules of Civil Procedure, which the Judicial Conference of the United States’ Advisory Committee on Civil Rules recently voted to adopt as the first rule governing multidistrict litigation. They discuss the original proposal for Rule 16.1 that was published last year, the defense and plaintiffs bars’ reaction to the proposed rule, and the final proposed rule that was adopted last month and its implications for MDLs.  Since Congress passed the Multidistrict Litigation Act in 1968 and created the MDL process, there have been no specific rules dictating how judges should manage MDLs, beyond the Federal Rules of Civil Procedure that apply in every federal civil case. In 2017, the Advisory Committee established an MDL Subcommittee to consider whether new rules should be added to address the unique challenges of MDLs. Rule 16.1, which is designed to guide MDL courts in addressing the various and complex issues unique to MDL proceedings, is the first proposed rule to come out of the MDL Subcommittee’s efforts.