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Delaware Authorizes 102(b)(7) Exculpation of Senior Officers

USA - August 16 2022 Until now, Delaware corporations could eliminate or limit monetary liability for breaches of the duty of care only by directors—but not officers. The…

Marjorie P. Duffy, Randi C. Lesnick, James P. Dougherty, Andrew M. Levine, Jennifer C. Lewis

SEC Adopts Mandatory Electronic Filing for Form 144

USA - August 9 2022 The Securities and Exchange Commission ("SEC") adopted amendments that will mandate the electronic submission of certain documents, including Form 144…

Bradley C. Brasser, Linda A. Hesse, Rory T. Hood, Amy I. Pandit, Michael J. Solecki

Recent Motion-to-Dismiss Decisions Underscore Uncertain Litigation Prospects for SPAC Participants

USA - July 19 2022 Following the poor performance of many companies that recently combined with special purpose acquisition companies ("SPACs"), investors filed dozens…

Ryan J. Andreoli, Peter E. Devlin, Joan E. McKown, Evan P. Singer

SEC Climate Rules Will Significantly Impact Foreign Private Issuers

USA - July 5 2022 He U.S. Securities and Exchange Commission ("SEC") has proposed climate-related disclosure rules (the "Proposed Rules") that, if adopted, would…

Bradley C. Brasser, Peter E. Devlin, Linda A. Hesse, Amy I. Pandit, Jayant W. Tambe

Eliminating Significant Gotchas: Sustainability Report Edition

USA - July 5 2022 The SEC and private-lawsuit litigants are increasing their focus on ESG-related disclosures and statements. This is seen in recent SEC Enforcement…

Bradley C. Brasser, Noel J. Francisco, Amy I. Pandit, Howard F. Sidman, Jayant W. Tambe