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.
Client News
McDonald’s Wins Proxy Fight With Carl Icahn
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Paul, Weiss represented the board of directors of McDonald’s Corporation in its successful proxy fight with activist investor Carl Icahn.
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Krishna Veeraraghavan Notes Board-Level Impact of U.S. Debate on Unequal Share Structures in Financial Times
Corporate partner Krishna Veeraraghavan spoke with the Financial Times about the debate surrounding the increase in dual-class share structures.
Events
Laura Turano to Speak at Conference on M&A and Corporate Governance
Corporate partner Laura Turano will participate in a panel, “M&A Market: Current State and Future Direction,” as part of a Columbia Law School conference on M&A and corporate governance sponsored by the Ira M. Millstein Center for Global Markets and Corporate Ownership and the Center on Corporate Governance.
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SEC Finalizes Pay-for-Performance Rules
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.
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Jaren Janghorbani and Krishna Veeraraghavan Discuss Ways to Reduce Risk in Board Communications
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.
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Former Delaware Chancellor Andre G. Bouchard Joins Paul, Weiss
Former Chancellor Andre Bouchard has joined Paul, Weiss as a partner in the Litigation Department, resident in Wilmington, Delaware.
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New York City REIT Wins Proxy Fight With Activist Hedge Fund
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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.
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Kyle Seifried to Participate in Harvard Corporate Governance Roundtable
Corporate partner Kyle Seifried will speak at Harvard Law School’s 2022 Corporate Governance Roundtable.
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Suncor Energy Reaches Agreement With Activist Investor Elliott Investment Management
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.
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Paul, Weiss Partners to Participate in The Deal’s Corporate Governance Conference
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.
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SEC Approves Nasdaq Board Diversity Requirements
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.
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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.
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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.”
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