I’m sure you’ve already heard about the Starbucks proxy contest led by the Strategic Organizing Center, a coalition of labor unions, including the Service Employees International Union (SEIU). If not, this Wall Street Journal article discusses the coalition’s concerns and its three nominees. The article notes that the coalition has submitted shareholder proposals in the ..read more

Cooley recently blogged about some of the challenges associated with navigating M&A executive comp issues in a volatile market. The first topic covered by the blog was how to deal with outstanding target equity awards. Typically, those awards are converted into buyer equity awards and new hires and incoming employees may also be granted additional ..read more

Earlier this month, in Smykla v. Molinaroli, (7th Cir.; 11/23) the 7th Circuit rejected disclosure claims premised on alleged misstatements and omissions in a proxy statement relating to the 2016 inversion transaction between Johnson Controls & Tyco International. Specifically, the plaintiffs claimed that Johnson Controls failed to disclose that it could have structured an alternative ..read more

Family offices have become increasingly important players in the space traditionally occupied by private equity and venture capital funds.  According to a recent Citi Private Bank Global Family Office Survey, family offices’ interest in participation in private equity through funds and direct investments remains strong despite economic uncertainties.  These excerpts summarize some of the Survey’s ..read more

This Gibson Dunn memo reviews some of the privacy and cybersecurity issues that buyers should keep in mind when conducting M&A due diligence. This excerpt discusses the potential applicability of the ever-growing number of state privacy laws: Applicability of the California Consumer Privacy Act, as amended by the California Privacy Rights Act (the “CCPA”), is ..read more

Yesterday, on TheCorporateCounsel.net blog, Dave shared that the Corp Fin Staff issued one revised and five new Proxy Rules and Schedule 14A Compliance and Disclosure Interpretations last Friday. In multiple blogs, Dave included the full text of the CDIs, grouped by topic. Here’s a quick summary of each CDI, with links to Dave’s blogs for more: Preliminary ..read more

This Fried Frank memo calls out a “new trend” in Delaware earnout decisions: Most earnout litigation has focused on whether the buyer has breached its general efforts obligations, or any specific covenants, with respect to its running of the business during the earnout period. Historically, in most cases, the court has found in favor of ..read more

John has recently put the finishing touches on the annual update for the Practical M&A Treatise. This 848-page resource covers a broad range of topics, including the mechanics of an M&A transaction, documentation, disclosure, tax, accounting, antitrust, contractual transfer restrictions, successor liability, antitakeover & fiduciary duties of directors and controlling stockholders. The new edition features ..read more

Early this month, John blogged about Chancellor McCormick’s decision regarding a mootness fee petition in Crispo v. Musk (Del. Ch.; 10/23). As John shared, the opinion found that approaches to so-called “ConEd language” — each of which attempts to give a target the right to seek expectancy damages on behalf of their stockholders — may not ..read more

Here’s my recent post on The Advisors’ Blog on CompensationStandards.com regarding M&A synergy awards: WTW’s Global Executive Compensation Analysis Team recently conducted a study of the 100 largest U.S. mergers from 2018 to 2022 focused on the use of special synergy awards. Of the companies surveyed: – 14% granted special synergy awards to NEOs – Of ..read more