Latest From Skadden

  • 'Sole Discretion’ Provisions and the Implied Covenant of Good Faith and Fair Dealing
    New York Law Journal
    Alexander C. Drylewski

    The so-called “implied covenant of good faith and fair dealing” has produced a significant amount of confusion among courts and litigants, particularly in the context of agreements providing one party with sole discretion to act (or not act) in a particular manner. Two recent New York state appellate court decisions have helped to clarify the scope of the implied covenant in the face of a “sole discretion” provision.

  • 10 Steps to Modernizing Corporate Integrity Agreements
    John T. Bentivoglio, Jennifer L. Bragg, Elizabeth L. Berry

    A recent U.S. Government Accountability Office report highlights the central role that corporate integrity agreements (CIAs) play in protecting federal health care programs when companies or individuals violate federal law. Considering their importance for promoting compliance, it is time for the U.S. Department of Health and Human Services’ Office of Inspector General to update its CIA templates and approach.

  • Impact of SEC Staff Guidance on Shareholder Proposals in the 2018 Proxy Season: Dead-End Street or Road Under Construction?
    Skadden, Arps, Slate, Meagher & Flom LLP
    Marc S. Gerber, Hagen J. Ganem, Ryan J. Adams

    Lessons learned from the 2018 proxy season could inform future use of the SEC staff guidance concerning companies' ability to exclude certain shareholder proposals from their proxy statements.