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Evelyn Cruz Sroufe, an of counsel in the firm’s Corporate practice, focuses her practice on corporate finance and securities, acquisitions and takeover defense and corporate governance.

Last year, the Delaware Court of Chancery confirmed that corporate officers—not just directors—have a fiduciary duty of oversight in In re McDonald’s Corp. S’holder Deriv. Litig., 289 A.3rd 343 (Del. Ch. 2023). In Segway Inc. v. Cai, C.A. No 2022-1110-LWW (Del. Ch. 2023)—a decision that should give some comfort to corporate officers—the

Current Nasdaq rules require companies listed on Nasdaq to publicly disclose information on the gender and racial composition and the LGBTQ+ status of their boards of directors. The rules, designed to encourage more transparent and consistent disclosure of board composition and to increase the diversity of corporate boards, were immediately challenged by two conservative groups.

It is increasingly difficult for companies to steer clear of contentious social or political issues on which their shareholders may have passionately conflicting opinions.  The Delaware Chancery Court recently highlighted the steps that a board can take to protect its decisions on potentially divisive issues, re-affirming the board’s “significant discretion to guide corporate strategy—including on

A few weeks ago, my colleague Allison Handy blogged about Nasdaq’s new board diversity disclosure requirements, now approved by the SEC.  The new rules are discussed in more depth in our upcoming article in the “Corporate Governance Advisor”: “Nasdaq’s New Board Diversity Rules—a Booster Rocket for Increased Board Diversity.”

Nasdaq’s new board diversity rules will