By Erica Hogan

Partner | Corporate

By Erin Ward

Law Clerk | Corporate

On March 6, 2024, the U.S. Securities and Exchange Commission (the SEC) finalized and adopted rules on climate-related disclosures for public companies, including foreign private issuers, which are less onerous than the original proposed rules published by the SEC two years ago but impose significant new reporting obligations on public companies.

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By Jodi Avergun

Senior Counsel | White Collar Defense and Investigations

By Peter Bariso

Special Counsel | Corporate

The Corporate Transparency Act (the CTA), which recently became effective on January 1, 2024, requires many domestic and foreign companies doing business in the United States to file a beneficial ownership report with the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCen). However, a recent decision by an Alabama District Court found the CTA unconstitutional in part because the law “exceeds the Constitution’s limits on the legislative branch” and thus is neither necessary or proper to achieve Congress’ policy goals.

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By Jared Stanisci

Partner | Global Litigation

By Claire McGuinness

Law Clerk | Corporate

The Delaware Court of Chancery decided two cases recently that may have a significant impact on future corporate action, in each stressing the need for corporate actors to follow statutory requirements, even when in potential tension with market practice. In a decision that may cause controlled companies to revisit existing stockholders agreements, the Delaware Court of Chancery in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co. found certain terms in Moelis & Co.’s stockholders agreement with its founder to be facially invalid.   

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By William Mills

Partner | Corporate

By Claire McGuinness

Law Clerk | Corporate

In another impactful decision, the Delaware Court of Chancery in Sjunde AP-Fonden v. Activision Blizzard Inc. again stressed the importance of the statutory text of the DGCL to dismiss claims by the plaintiffs alleging that the board violated Section 251 of the DGCL in approving Activision Blizzard, Inc.’s merger with Microsoft, Corp.  As with Moelis, the Court recognized the market practice that sophisticated parties may continue to negotiate and finalize agreements and disclosure schedules “up until the moment a deal closes, if not beyond” but noted that “[w]here market practice exceeds the generous bounds of private ordering afforded by the DGCL, then market practice needs to check itself.”

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