Corporate > AG Deal Diary
06 Dec '18

The Court of Justice of the European Union’s (CJEU) Advocate General provided an advisory opinion that Article 50 of the Treaty on European Union allows for the unilateral revocation by the United Kingdom of its Article 50 withdrawal notification, provided certain conditions are met. The CJEU is expected to confirm this view in a formal judgment before the U.K. House of Commons is scheduled to vote on the Withdrawal Agreement on December 11, 2018, raising the prospect of the U.K. Parliament voting to revoke its intention to leave the European Union. 

Please click here to read Akin Gump’s alert on what this means for the future of Brexit.

Read More

30 Nov '18

This week we highlight a post by the Harvard Law School Forum on Corporate Governance and Financial Regulation by Akin Gump attorneys. This article discussed how Dell has been planning to eliminate its tracking stock (DVMT) through a merger with a wholly-owned subsidiary that would effectively convert the outstanding DVMT shares into a new class of publicly traded Dell common stock, and the reluctance of many DVMT stockholders to support the proposed exchange.

Read More

02 Nov '18

This week we highlight a report by the EY Center for Board Matters that analyzes how boards, executives, investors, regulators and other governance stakeholders are planning for and responding to cybersecurity threats. The observations conclude that the depth and nature of cybersecurity-related disclosures vary widely, suggesting there is opportunity for enhancement in how cybersecurity risks, cybersecurity risk management frameworks and board oversight are communicated.

Read More

25 Oct '18

The U.S. Securities and Exchange Commission (SEC) released its Shareholder Proposals: Staff Legal Bulletin 14J on Rule 14a-8 earlier this week (available here), following its November 2017 Staff Legal Bulletin 14I (available here and discussed here). 

This most recent Staff Legal Bulletin provides additional guidance on the types of board analysis that a company may provide to support a conclusion that a shareholder proposal can be excluded from the company’s proxy statement pursuant to the “ordinary business” exclusion under Rule 14a-8(i)(7), particularly on the basis that a shareholder proposal seeks to “micromanage” a company, or may be excluded on the basis that the proposal is not significantly related to the company’s business under Rule 14a-8(i)(5).  

Read More

22 Oct '18

Institutional Shareholder Services (ISS) recently released the results of its “2018 Governance Principles Survey” and previewed potential changes to it’s 2019 proxy voting policies. Among other things, given input and direction from investors, ISS is expected to recommend voting against, or withholding votes from, the chair of the nominating committee of the board of directors of any public company with no female directors, which we refer to as the “Common Sense Policy.”  If implemented, the Common Sense Policy would represent a shift from ISS’s current, disclosure-based strategy of calling out all-male boards in proxy research reports.

Read More

20 Oct '18

On September 30, Governor Jerry Brown (D) signed a new California law requiring female presence on boards of public companies headquartered in California. 

Under SB-826, all public companies listed on a major U.S. stock exchange and headquartered in California must have one woman on their board by the end of 2019 and, by the end of 2021, two women if the board has five directors, and three women if the board has six or more directors.  Companies will be deemed to be in compliance with the law if female directors hold the requisite number of board seats during any portion of the calendar year. Companies that fail to comply could be fined - $100,000 for the first violation and $300,000 for each subsequent violation. 

Read More

16 Oct '18

In August 2018, Twentieth Century Fox (Fox) pulled a scene from the recent The Predator sequel after learning from the film’s female star that Steven Wilder Striegel, an actor featured in that scene, is a registered sex offender. In a statement made to the Los Angeles Times, a Fox spokesperson said, “We were not aware of his background during the casting process due to legal limitations that impede studios from running background checks on actors.” While California law poses considerable limitations on an employer’s ability to make hiring decisions based on information learned from a background check, it is legally possible to do so subject to the requirements and other factors described below. Fox and other studios may want to consider implementing background checks on the cast and crew associated with a particular project in order to avoid the cost associated with last-minute, unbudgeted changes. If Fox had performed a background check on Striegel, it might have avoided the cost associated with cutting a scene so late in the post-production process as well as the negative publicity associated with Striegel’s involvement with the film - those costs would have significantly increased if Striegel’s status had been discovered after the film had already been released. 

Read More