United States: Directors and Officers

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Article
AI Drafting Board Minutes? Hold Up, Wait A Minute. It’s Complicated.
Artificial intelligence tools can streamline board meeting documentation by transcribing discussions and generating minutes, but these conveniences create significant legal risks. When AI captures detailed records of confidential boardroom conversations, those materials may become discoverable in litigation, potentially exposing candid exchanges that directors assumed would remain private.
United States Commercial
SA
Skadden Arps Slate Meagher & Flom
Article
Court Of Chancery Opens The Door For Expanded Caremark Liability Based On Workplace Misconduct Oversight Failures
Recently, the Delaware Court of Chancery held in Los Angeles City Employees’ Retirement System v. Glenn Sanford, et al. (“eXp”) that officers’ and directors’ fiduciary oversight obligations may extend to the investigation and remediation of workplace sexual misconduct and that a failure to respond adequately in good faith to such claims may constitute a breach of fiduciary duty under the Caremark doctrine.
United States Commercial
CW
Cadwalader, Wickersham & Taft LLP
Article
SEC Proposes Amendments To Permit Optional Semiannual Reporting By Public Companies
The SEC has proposed amendments allowing public companies to elect semiannual reporting on new Form 10-S instead of quarterly Form 10-Qs, while maintaining annual Form 10-K filings. This optional framework aims to provide companies greater flexibility in choosing reporting cadences that align with their business needs and investor expectations, while preserving the same narrative disclosures and financial information requirements currently mandated for quarterly reports.
United States Commercial
GP
Goodwin Procter LLP
Article
Open-End Registered Funds Get A Seat At The Table: SEC Staff Extends Co-Investment Relief To All Registered Funds
On April 27, 2026, the staff ("Staff") of the SEC's Division of Investment Management closed that gap by issuing a no-action letter in response to a request from J.P. Morgan Investment Management Inc. ("JPMIM"), confirming that Open-End Registered Funds may rely on an Order as "Regulated Funds," subject to compliance with the Order's terms and conditions.
United States Commercial
ST
Simpson Thacher & Bartlett
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