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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.

01/20/20 [UPDATED] Delaware Judiciary

The following announced the Delaware Senate’s confirmation of the appointment of Paul Fioravanti, Jr. as Vice Chancellor of the Delaware Court of Chancery:

NEW:  Delaware Business Now: Senate confirms Fioravanti to Chancery post.

NEW: $$$  Bloomberg Law: Delaware Senate Confirms Fioravanti for Court of Chancery Post.

Delaware Business Times:  Senate confirms Paul Fioravanti to Chancery.

WBOC:  Veteran Corporate Law Attorney Confirmed to Delaware Court of Chancery.

Office of the Governor:  Governor Carney’s Statement on Senate Confirmation of Paul Fioravanti, Jr. to Court of Chancery.

DelMarVa Public Radio:  Corporate Lawyer Appointed to Delaware Bench.

01/07/20 [UPDATED] Delaware Court of Chancery

NEW: The News Journal discusses the appointment of Paul A. Fioravanti Jr. as Vice Chancellor of the Delaware Court of Chancery in Carney announces Chancery judge as Delaware’s judicial controversy goes to Supreme Court.

$$$ Law360 discusses the appointment of Paul A. Fioravanti Jr. as Vice Chancellor of the Delaware Court of Chancery in Prickett Jones Partner Tapped For Chancery Court Seat.

Reuters discusses the appointment of Paul A. Fioravanti Jr. as Vice Chancellor of the Delaware Court of Chancery in In Brief: Prickett Jones & Elliott attorney tapped for Dela. Chancery Court.

01/03/20 [UPDATED] Delaware Judiciary

NEW:  The News Journal discusses Justice Montgomery-Reeves’ appointment to the Delaware Supreme Court with reference to Delaware’s progressive role in civil rights jurisprudence in Delaware’s first black Supreme Court justice to take oath of office Friday.

WDEL relates Justice Montgomery-Reeves’ personal inspirations and the career path that led to her appointment to the Delaware Supreme Court in Delaware’s 1st African-American Supreme Court justice on shattering the glass ceiling: ‘I stand on the shoulders of so many giants’.

Delaware State News discusses Justice Montgomery-Reeves’ service on the Delaware Court of Chancery and her appointment to the Delaware Supreme Court in Trailblazing justice, 38, reflects on joining Delaware’s highest court.

01/01/20 [UPDATED] Delaware Judiciary

The Supreme Court of the United States has granted certification to hear appeal of the Third Circuit’s decision invalidating a “political balance” provision of Delaware’s constitution, which limits appointments of State Court judges by political party affiliation, intended to ensure the Courts are not controlled by one party.

NEW:  The Cape Gazette discusses the issue in Future of state’s bipartisan courts heads to Washington.

Delaware Public Media discusses the issue in U.S. Supreme Court to settle fate of Delaware judicial balance requirement.

Delaware Business Times discusses the issue in Supreme Court to hear Del. case on judicial balance.

ABA Journal discusses the issue in Supreme Court agrees to hear challenge to Delaware requirement for political balance on top courts.

The Epoch Times discusses the issue in Supreme Court to Consider if States Can Choose Judges on Party Affiliation.

Bloomberg Law discusses the issue in Delaware Judicial Partisan-Balance Rule Gets High Court Look.

CNBC discusses the issue in U.S. Supreme Court takes up fight over Delaware judicial appointments.

[$$$] Law360 discusses the issue in High Court To Review Del. Judicial Party-Balance Mandate.