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Environmental, social, and governance (ESG) issues received unprecedented attention from investors during the 2021 proxy season, and early indications show that the momentum will...
As previously discussed in our Wong v. Restoration Robotics, Inc., Case No. 18-CIV-02609 (Cal. Super. Ct. Sept. 1, 2020), the Superior Court of California for the County of San Mateo dismissed claims against an issuer and its directors and officers, asserted under the Securities Act of 1933 (Securities Act), in favor of a federal forum-selection provision (FFP) in the issuer-defendant’s certificate of incorporation. This was the first state court case to opine on the enforceability of FFPs in the wake of the Delaware Supreme Court’s decision in Salzberg v. Sciabacucci ( Cyan, Inc. v. Bea...
the current percentage of racially/ethnically diverse directors; whether the board’s definition of diversity explicitly includes gender, race or ethnicity; whether the board has a “Rooney Rule” policy requiring diverse candidates to be included in the initial pool of candidates when selecting new directors; and board skills disclosure. Although Glass Lewis will not make voting recommendations solely on the basis of this assessment in 2021, the assessment may be a contributing factor in recommendations when other board-related concerns have been identified. Board Refreshment/Tenure. Alth...