Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest

Caremark Claim Allowed to Proceed Against Boeing Directors


Most are familiar with the facts of the crashes of Boeing’s 737 MAX.  Later Boeing stockholders brought a claim that Boeing’s directors failed them in overseeing mission-critical airplane safety to protect enterprise and stockholder value.  The Delaware Court of Chancery issued an opinion that these Caremark claims survived a motion... Read More

Topics: Litigation, Public Companies and Securities

Termination of Merger Agreement Prevents Suit for Breach


Yatra Online, Inc., v. Ebix, Inc. concerned an abandoned merger that Plaintiff, Yatra Online Inc. (“Yatra”), asserts was sabotaged post-signing by Defendants, Ebix, Inc. and EbixCash Travels, Inc. after Ebix determined the deal was no longer attractive. Delays were encountered as an S-4 was awaiting SEC clearance and Ebix sought... Read More

Topics: Litigation, M&A

ISS Opens Global Annual Benchmark Policy Survey and Separate Climate Survey


ISS has opened its annual benchmark policy survey.  The survey usually foreshadows upcoming changes to its policies. Areas addressed in this year’s survey include: Should non-financial Environmental, Social, and/or Governance-related metrics be incorporated into executive compensation programs? Opinions regarding third-party racial equity audits. Detrimental and/or problematic practices for virtual only... Read More

Topics: Public Companies and Securities