The Informed Board

Skadden Publication

Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements.

Those are two of the topics in this issue of The Informed Board. We also provide guidance on the critical role boards play in ensuring spin-offs are successful, and we explain how courts are closely scrutinizing the disclosures companies make when they seek shareholder approval of transactions. Finally, in our latest podcast episode, Skadden’s Ann Beth Stebbins discusses with investor relations adviser Rebecca Corbin when and how directors should engage with investors.

AI-Enabled Compliance: Keeping Pace With the Feds
The federal government is using AI and data analysis to spot everything from insider trading and earnings manipulation to bid-rigging and imports made with forced labor. Companies need systems to flag potential problems before the feds do.

Mind Your Disclosures: Delaware Courts Are Asking Just When a Stockholder Vote Is ‘Fully Informed’
To benefit from the “cleansing effect” of stockholder vote, a company must make full and accurate disclosures. Where a court finds the disclosures inaccurate or a material fact was omitted, that can deprive directors of certain defenses and expose them to liability.

Best Practices: How a Board Can Enhance Shareholder Value Creation in a Spin-Off
In a spin-off, the parent’s board plays a vital role, determining the structure of the split and the spinco’s governance and management, all while navigating sometimes delicate internal dynamics.

Preparing Now for the SEC’s New Climate Rules
The SEC’s climate disclosure rules are on hold pending court challenges, but companies still need to prepare to comply in case some or all the new rules do ultimately take effect, or similar requirements are imposed by state or foreign laws.

Podcast: When and How Directors Should Engage With Investors 
Skadden M&A partner Ann Beth Stebbins and her guest, Rebecca Corbin of Corbin Advisors, explore the critical role that directors play in shareholder engagement. Corbin stresses that a proactive, not merely reactive, approach toward shareholder engagement is essential for success.

See all the editions of The Informed Board