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04/06/20 Stockholder Meetings

Delaware Governor John Carney, in a Tenth Modification of the Declaration of a State of Emergency for the State of Delaware Due to a Public Health Threat (Apr. 6, 2020), noting that the Delaware General Corporation Law does not address certain aspects of stockholder meetings implicated by a public health emergency, provides rules governing notice of changes of physical meetings to meetings conducted by remote communications, and adjournment of scheduled meetings.

Cleary Gottlieb discusses adjournment of scheduled stockholder meetings and conversion of scheduled stockholder meetings to virtual meetings, and related notice and procedural requirements under Delaware and New York law in Coronavirus & Postponing/Adjourning Annual Meetings and Coronavirus & Virtual Annual Meetings.

03/30/20 [UPDATED] Delaware Courts

The Delaware Court of Chancery issued a March 6, 2020 standing order, Standing Order Concerning COVID-19 Precautionary Measures, order (Del. Ch. Mar. 6, 2020), implementing procedural precautions, particularly the use of telephonic rather than live hearings, to help prevent coronavirus transmission.  On March 11, the Delaware Division of Public Health announced the first case of coronavirus infection in the State, and on March 13, the Delaware Supreme Court issued an Order Declaring a Judicial Emergency, order (Del. Mar. 13, 2020) encouraging telephonic proceedings. The Supreme Court subsequently ordered closure of the State Courthouses to the public effective March 23, and provided guidance on modification of procedural rules to facilitate Court function and avoid prejudice. In re COVID-19 Precautionary Measures, order (Del. Mar. 16, 2020). The Courts have established a designated webpage — The Delaware Judiciary Response to Coronavirus Disease (COVID-19) — to publish the latest developments.

NEW:  Law360 discusses the decision in Del. Chancery Is Uniquely Suited For Coronavirus Response.

Seyfarth Shaw discusses the responses of various Courts, including the Delware Court of Chancery, in COVID-19: Business Courts’ Response to the Crisis.

Francis Pileggi discusses closure of Delaware courthouses and postponements of hearings and other deadlines in More Closures in Delaware Due to Pandemic.

Law360 discusses court closures and the Court of Chancery’s rescheduling of proceedings and adoption of teleconferencing technology in Delaware Largely Closes All Courts For ‘Stay-At-Home’ Order.

The News Journal discusses the recent cancellations and changes in How coronavirus is impacting Delaware: Monday cancellations, schedule changes. discusses updates with the Delaware Superior Court in Del. Superior Court Suspends Jury Trials, Chancery Court Postpones In-Person Hearings.

Fox Rothschild discusses the latest updates in Chancery Court in Chancery Hearings and Trials to be Held Telephonically for 30 Days.

Francis Pileggi discusses responses to the first confirmed case in Delaware Supreme Court Declares Judicial Emergency Due to Coronavirus.

Delaware Business Now discusses emergency status and updates to standing orders in Updated: Jury trials delayed in Delaware Superior Court as emergency order is broadened.

Fox Rothschild discusses the Courts’ actions in The Delaware Judiciary’s Response to the Coronavirus (COVID-19).

The News Journal discusses current coronavirus-related Orders and the status of the Courts in Coronavirus and Delaware courts: What jurors, others need to know.

Francis Pileggi discusses current standing orders and other coronavirus-related concerns in Delaware Courts’ Response to the Coronavirus.

Morris James comments on the precautionary concerns in Delaware Courts Issue Standing Orders Addressing Coronavirus Concerns.

Bloomberg Law comments on this matter of public health in the freely-accessible Delaware’s Chancery Increasing Dial-In Court Due to Coronavirus.

$$$ Law360 advises the public of the situation from behind a paywall in Chancery Eyes Remote Hearings To Stem Coronavirus Risk.

03/09/20 [UPDATED] State Business Courts

NEW: The Casper Star Tribune reports that the Wyoming legislature has appropriated funds for the formation of a court of chancery, scheduled to become functional in 2022 in Casper gets a new court.

The State Bar of Wisconsin reports on the success of a three-year Business Court Pilot Project initiated by the Wisconsin Supreme Court in 2017 in Commercial Litigation: Business Court Pilot Project Still Open for Business.

Stoll Keenon Ogden reports the Kentucky Supreme Court’s approval of the creation of a designated business court in Kentucky’s First Business Court to Launch January 1, 2020.

02/24/20 Stockholder Proposals

Majority Action criticizes the current structure of JP Morgan’s board, and specifically a director who serves as the board’s Lead Independent Director, as unlikely to promote oversight and effectively manage climate change risk, recommending that stockholders support a proposal to adopt an independent Board Chair and to oppose re-election of the board’s current Lead Independent Director in Reforms to Board Composition and Independence and Climate Competent Governance.

02/17/20 [UPDATED] Disclosures

NEW:  Reuters reports that a study of corporate disclosures on management of social and environmental risk required under the European Union’s 2018 Non-Financial Reporting Directive revealed “big gaps between many companies’ words and action,” in Sustainability disclosures by European companies generally poor: study.

ESG Performance and Disclosure: A Cross-Country Analysis examines the relationship between ESG factors, disclosure, and financial performance across countries with varying policies imposing ESG disclosure requirements, finding correlation between quantity of disclosures and quality of data, and no relationship between ESG and risk-adjusted returns, but a small effect on volatility.

The U.S. Chamber of Commerce discusses proposed guidelines for Environmental, Social & Governance disclosures in ESG Reporting Best Practices.

Ernst & Young discusses corporate disclosures relating to human capital and culture in How and Why Human Capital Disclosures are Evolving.

Davis Polk discusses best practice guidelines for Environmental, Social & Governance disclosures proposed by the U.S. Chamber of Commerce. Chamber of Commerce Releases Best Practices for Voluntary Environmental, Social & Governance (ESG) Disclosure.

02/17/2020 NY De Facto Merger

Farrel Fritz discusses the New York Court of Appeals’ decision in Luciano Bonanni, et al. v. Horizons Investors Corp., et al., No. 2017-06803, opinion (N.Y. App. Jan. 29, 2020), affirming a Trail Court’s finding that an asset sale between an LLC and a PLLC was a de facto merger based on cessation of business by the predecessor and continuity of business operations, management, assets, and personnel by the successor, and that the successor retained the predecessor’s liabilities, in  Bending the Rules of Standing: The De Facto Merger Doctrine.

02/14/20 [UPDATED] Board Diversity

NEWS:  Cooley reports findings that California’s California’s SB 826 board gender diversity statute has led to significant gains in board diversity, and discusses other states that have introduced similar legislation in Will other states follow California in adopting board gender diversity mandates?

Reuters reports Goldman Sachs’ announcement that from June 30, it will only help take companies having at least one diverse member company, citing superior performance of such companies after going public, in Goldman Sachs to companies: Hire at least one woman director if you want to go public.

Spencer Stuart discusses key takeaways from the 2019 U.S. Spencer Stuart Board Index finding that boards have increasingly added new directors with diversity of gender, age, race/ethnicity and professional backgrounds, but that board turnover remains low, with new directors representing only 8% of all S&P 500 directors. 2019 U.S. Spencer Stuart Board Index.

Deloitte discusses the latest statistics on global boardroom diversity, efforts to increase gender diversity in 66 countries, and political, social, and legislative trends. Women in the Boardroom: A Global Perspective.

Keith Paul Bishop discusses a study of negative effects of California’s SB 826, imposing gender quotas on the boards of publicly traded companies headquartered in California. Business Professors Find “Large Negative Stock Market Reaction” To California’s Board Quota Law.

The New York City Comptroller calls on boards of directors to adopt a policy requiring that searches for director and officer candidates include qualified female and racially/ethnically diverse candidates, and candidates from non-traditional environments such as government, academic, or non-profit. NYC Comptroller Boardroom Accountability 3.0.

Davis Polk’s Betty Moy Huber and Paula H. Simpkins report findings from the 2019 U.S. Spencer Stuart Board Index that S&P 500 companies are accelerating the addition of women and minority directors. Spencer Stuart Shows How Boards Are Transforming.