Latest From Skadden

  • Director Independence and Oversight Obligation in Marchand v. Barnhill
    Skadden, Arps, Slate, Meagher & Flom LLP
    Peter A. Atkins, Paul J. Lockwood
    On June 18, 2019, the Delaware Supreme Court issued a decision in Marchand v. Barnhill, et al. reversing the lower court's dismissal of a derivative suit alleging Caremark claims. The decision highlights the importance of ensuring that a company implements effective board-level monitoring and compliance procedures as well as documents those efforts in its board records.
  • Activists Take Another $290 Million Bite Out of Vulnerable Closed-End Fund Asset Class
    Skadden, Arps, Slate, Meagher & Flom LLP
    Thomas A. DeCapo, Kenneth E. Burdon
    On June 14, 2019, Saba entered into three standstill agreements with three registered closed-end funds and their investment adviser. The agreements arose from proxy contests that Saba initiated in an effort to coerce the funds into liquidating, converting into open-end funds or shrinking in size through at-or-near-net-asset-value “liquidity events.” In light of the increasingly aggressive tactics activist investors are using, the boards of closed-end funds should reevaluate shareholder rights plans, state law control share statutes and other corporate defense strategies.
  • The Impact of SEC Staff Guidance on Shareholder Proposals Leaves a Murky Path Forward
    Skadden, Arps, Slate, Meagher & Flom LLP
    Marc S. Gerber, Hagen J. Ganem, Ryan J. Adams
    Guidance and no-action decisions from the staff of the SEC's Division of Corporation Finance provide important guideposts, but the path forward on many shareholder proposals remains murky.