Robert A. Profusek

Jones Day

Articles

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Delaware Chancery Court Strikes 5% Poison Pill With "Extreme" Features

USA - March 3 2021 The Delaware Chancery Court held that a Board of Directors breached its fiduciary duties in adopting a shareholder rights plan, or "poison pill," with…

James P. Dougherty, Jennifer C. Lewis, Lizanne Thomas, Lyle G. Ganske, Randi C. Lesnick.

Delaware Court Ruling Raises Privilege Concerns for Communications With Outside Directors

USA - January 8 2021 In Short The Situation: Use by outside directors of non-company email accounts or other non-secure platforms to conduct board business risks waiver of…

Geoffrey J. Ritts, James P. Dougherty, Marjorie P. Duffy, Randi C. Lesnick, Robert S. Faxon.

ISS Issues Policy Guidance in Response to COVID-19

USA - April 11 2020 In Short The Background: The novel coronavirus (COVID-19) pandemic has presented unprecedented uncertainties and challenges to public companies for…

James P. Dougherty, Lizanne Thomas, Lyle G. Ganske, Randi C. Lesnick.

To Adopt or Not to Adopt: Poison Pills in the Wake of COVID-19

USA - March 24 2020 Equity prices have collapsed in the past month, making many companies vulnerable to opportunistic and abusive takeovers and…

James P. Dougherty, Lizanne Thomas, Lyle G. Ganske, Randi C. Lesnick.

ISS's 2020 "EVA" Assessment: How Will Your CEO Perform?

USA - March 7 2020 Beginning with this proxy season, ISS will use metrics based on "EVA"—economic value added—as part of its pay-for-performance analyses. ISS claims…

James P. Dougherty, Jennifer C. Lewis, Lizanne Thomas, Lyle G. Ganske, Randi C. Lesnick.