Here's a topic that hasn't been written about - but that I hear a lot about - so you're likely to encounter it if you do this stuff long enough. A member on your board seeks to take a prolonged leave of absence for personal or other reasons. Maybe the director has scheduled surgery and can't travel. They could be ill. Or perhaps they have an ill spouse that needs immersive care.

We've all heard the term "power user." Someone who has excelled in some type of technology – or maybe they can simply type fast – that gives them a productively edge when leveraging technology. Many of us in the legal profession – at least the older generations – have long given up hope that we can become a "power user."

Most readers of this blog are familiar with the usual process to seek to keep a Rule 14a-8 shareholder proposal out of a company's proxy statement. Write a letter to the Corp Fin Staff arguing that the proposal does not comply with Rule 14a-8's requirements and hope the Staff agrees that they will not seek enforcement action if the company leaves the proposal out.

Here's our latest edition of our monthly feature – a quick snapshot of recent developments:

Last year, the Delaware Court of Chancery confirmed that corporate officers—not just directors—have a fiduciary duty of oversight in In re McDonald's Corp. S'holder Deriv. Litig., 289 A.3rd 343 (Del. Ch. 2023). In Segway Inc. v. Cai, C.A. No 2022-1110-LWW (Del. Ch.

Last year, we blogged that BlackRock's changes to its proxy voting guidelines weren't that impactful compared to prior years.

Just a reminder that we have put together this "Shareholder Engagement" Guide. Check it out to help you prepare for this proxy season.

As we continue to wait for the SEC to adopt final climate disclosure rules, Corp Fin is continuing to issue comments during their review of '34 Act filings on climate change risk issues.

One new type of shareholder proposal this proxy season relates to the transparency of a company's use of – and investment in – artificial intelligence, including how the company is managing any financial and "public welfare" risks related to AI. It has been reported that at least a half dozen companies have received this type of proposal so far.

If you happen to have an outstanding confidential treatment request that was granted before Corp Fin updated the rules for confidential treatment requests in 2019 and 2020 – and that old CTR order is close to expiring – we have new guidance from Corp Fin about how to handle that expiring CTR order in this updated "

We've been posting content about AI legal issues that arise outside of the corporate & securities law context over the past few months because it's worth knowing how this important new technology is shaping the legal landscape.

As we recently blogged, ISS barely changed its proxy voting guidelines for 2024. Now, ISS has issued a bunch of FAQs including (changes to the FAQs are shaded in yellow):

In this "In-House Perspectives: Disclosure Practices" Guide, I have compiled the various "In-House Corners" in which our in-house readers have shared tips, anecdotes, and thoughts about topics that arise in their daily practice. The topics include:

This excerpt from this Client Update explains why you should read the full Update: "Prospective buyers and target companies should carefully consider how these new CTA regulations may apply to the complicated corporate structures commonly used in mergers

Here's an excerpt from this new Client Update: "Beginning January 1, 2024, the CTA will require most entities formed in the United States to disclose to FinCEN information describing their "beneficial owners," which