The Informed Board

Skadden Publication

Boards routinely confront an array of difficult issues. In this issue of The Informed Board, we tackle four of the thorniest and most topical:

  • How to preserve the integrity of a deal process where a key fiduciary (say, a founder, CEO or major shareholder) has a conflict of interest?
  • How much information can a company share from an internal investigation without waiving privilege?
  • Will the Supreme Court’s ruling on university affirmative action policies force changes in corporate DEI policies?
  • What strategies can dealmakers adopt to deal with the Biden administration’s tough approach to merger reviews?

We also describe how the IRS is using artificial intelligence and other technology to target high net wealth individuals, complex investment partnerships and intergenerational wealth transfers.

Real World Examples Where Conflicts Tainted a Deal Process, and Other Deals That Were Insulated From Conflicts
There are no hard and fast rules for dealing with conflicted fiduciaries who are involved in a deal, but recent Delaware decisions provide boards with some guidance on ways to protect the integrity of a deal — and situations to avoid.

Balancing Act: Sharing Information From an Internal Investigation Without Waiving Privilege
When auditors or regulators demand information from an internal investigation, a board can face difficult choices. Providing too little may not satisfy the request, but too much could waive legal protections for confidential material.

Key Insights for Dealmakers Confronting Washington’s Aggressive New Approach to Merger Reviews
Despite a losing record in court, the DOJ and FTC show no signs of easing up in their approach to merger reviews. Companies making acquisitions need to adapt to the new reality to get their deals done.

The IRS Is Coming for Partnerships and High Net Wealth Individuals
Armed with billions in new funding, the IRS is using AI and other techniques to flag partnership and cryptocurrency investments and generational transfers where additional tax may be owed.

Podcast: How Will Corporate DEI Policies Be Affected by the Supreme Court Ruling in the University Affirmative Action Cases?
Skadden partners Ann Beth Stebbins, David Schwartz and Lara Flath discuss what the Supreme Court decision in June striking down race-based factors in university admissions programs means for U.S. companies.

See all the editions of The Informed Board