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The Informed Board
Spring 2021
What questions do prospective SPAC directors need to ask?
What are the 10 most common misconceptions regarding
attorney-client privilege?
The Informed Board aims to provide insights into the key issues
directors face today. We flag potential challenges, explain trends
and provide directors with practical advice — without the usual
legal jargon.
Welcome to our second issue. We look forward to continuing
our discussions with you.
1 What Am I Getting Myself
Into? Five Questions
Prospective SPAC Directors
Should Ask
6 Just Between You and Us
9 Shareholder Suits Demand
More Progress on Diversity
13 The Search for Board
Diversity: Practical Tips,
Statistics on Progress
The Informed Board / Spring 2021
What Am I Getting Myself Into?
Five Questions Prospective
SPAC Directors Should Ask
The responsibilities, With 247 special purpose acquisition to monitor, the responsibilities of
companies (SPACs) going public in directors and their time commitment
potential conflicts and 2020 and another 298 in the first are usually light until the board begins
risks of serving on a quarter of 2021, SPAC sponsors considering targets.
have knocked on many doors to
SPAC board differ from find directors. As SPAC management evaluates
those of most other targets for a potential business
If you are invited to join a SPAC combination (known as a “de-SPAC”
public companies. board, what questions should transaction) over the two-year life of
you ask? the SPAC, directors receive regular
updates and are actively involved in
What will be required of me? reviewing proposed transactions. The
cadence accelerates when a target
SPAC directors owe the same is identified, and directors often have
fiduciary duties of care and loyalty to adapt to fast-moving transaction
as directors of other public operat- timelines, with meetings scheduled
ing companies subject to the same on short notice and important and
governing law. The SPAC board’s complex information about potential
primary function is overseeing the transactions that must be reviewed
selection of an operating business quickly and carefully. Directors should
with which the SPAC can merge and not expect to receive an investment
ensuring full disclosure to the SPAC bank’s fairness opinion for a SPAC
shareholders about the proposed business combination, absent special
business combination. However, circumstances, such as a conflict
because there are no operations with the sponsor.
1 Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates
What Am I Getting Myself Into?
Five Questions Prospective
SPAC Directors Should Ask
Practical note: If a potential SPAC Roughly 80% of SPACs are formed
director’s employer is concerned that in the Cayman Islands, where corpo-
the SPAC will demand a great deal of rate law may be more deferential to
its directors’ time, the candidate can directors than Delaware law. To date,
explain that the workload is typically there has been no Cayman litigation
lighter than that of most public alleging breach of fiduciary duties by
company boards, and the commit- SPAC directors.
ment is no longer than two years.
Although nearly all of the lawsuits
involving Delaware SPACs have
How can I judge whether any asserted only disclosure-based
given SPAC is a “good SPAC”? claims against the SPAC (rather
There may be a temptation to think than the directors), we expect that
all SPACs are created equal apart directors will be named as defen-
from their size and industry focus, dants more often in future litigation.
but SPACs vary, including as to the One case filed in Delaware, Amo
quality of their sponsors, their juris- v. MultiPlan, alleges that directors
diction of formation and their ability breached their fiduciary duties merely
to indemnify directors. by approving a business combina-
tion with common SPAC traits. The
A SPAC is only as good as its spon- plaintiffs allege, among other things,
sor, and those differ considerably that there were “strong (indeed,
in sophistication, experience and overriding) incentives to get a deal
reputation, so researching the done — any deal — without regard to
sponsor is crucial. Potential SPAC whether it is truly in the best interest
directors should also consider the of the SPAC’s outside investors (i.e.,
backgrounds of their fellow directors whether the target private company
and whether they have the experi- is actually a good investment).” This
ence and commitment required to case should be watched closely by
oversee the SPAC. any director or prospective director of
a Delaware SPAC.
Newly Formed 300 $100
SPACs Have Created
Demand for Directors $75
200
$50
Gross IPO Proceeds 100
(in USD billions) (right)
$25
IPOs (left)
Source: SPACInsider.com
*Through April 2 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021*
2 Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates
What Am I Getting Myself Into?
Five Questions Prospective
SPAC Directors Should Ask
Finally, directors and officers (D&O) pendent directors. By contrast, many
liability insurance premiums for of the private companies combin-
SPAC directors have skyrocketed in ing with SPACs have few, if any,
recent months, and some insurers independent directors, so there are
are unwilling to underwrite D&O natural opportunities for independent
coverage. As a result, some SPACs SPAC directors (who have no interest
are cutting back on the amount or in the business combination transac-
duration of coverage, which could tion) to transition to the board of the
leave directors exposed (including combined company. SPAC directors
for litigation expenses) as litigation are a ready-made pool of candidates
increases. This is particularly note- familiar with the business, and a
worthy because most SPACs require sponsor does not need to engage a
that directors waive any claim against search firm to find them.
the funds raised by the SPAC in its
initial public offering and held in trust In light of Nasdaq’s recent policy
for the business combination. As favoring board diversity, women
SPACs typically have little cash apart and diverse SPAC directors may
from those trust funds, an indemnity find themselves in particularly high
from the SPAC may provide little demand as candidates for boards
comfort to directors. formed after a SPAC has merged into
an operating company.
Practical note: The risk profile of
a prospective SPAC board seat Practical note: Usually there is no (or
depends on the quality and integrity very nominal) cash compensation
of the sponsor and the other board for SPAC directors, though a sponsor
members. Other things being equal, will typically transfer a portion of its
serving on a Cayman SPAC board “founder shares” to SPAC directors.
offering appropriate D&O insurance However, underwriters increasingly
is a much less risky proposition than want SPAC directors to have “skin
serving on a Delaware SPAC board in the game,” so a director may be
with inadequate D&O coverage. expected to make an out-of-pocket
investment in the SPAC.
What are the personal bene-
fits of serving on What conflicts of interest
a SPAC board? should I be aware of?
SPAC directors gain visibility and SPAC directors must disclose any
potentially valuable new contacts potential personal conflicts they have
with sponsors, fellow board to fellow board members, and to
members and deal professionals. In public shareholders when sharehold-
addition, SPAC board service may ers are asked to approve a business
be a path to a board seat on the combination transaction. SPAC
combined public company board. directors should consider whether
the ownership of “founder shares”
Public company boards are generally or private warrants in the SPAC
required to have a majority of inde- creates the appearance of a conflict
3 Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates
What Am I Getting Myself Into?
Five Questions Prospective
SPAC Directors Should Ask
of interest, since the sponsor, offi- permitted to waive the sponsor’s
cers and directors may enjoy benefits and directors’ obligations to bring all
that are not shared with the public opportunities to the SPAC (and most
shareholders if a de-SPAC transaction SPAC charters do so), this does not
is completed. override the duty of SPAC directors
to act in the best interests of the
corporation and its shareholders.
Practical note: Usually there is no (or very nominal) cash
compensation for SPAC directors, though a sponsor Practical note: Independent SPAC
directors may know little about
will typically transfer a portion of its “founder shares” the sponsor’s activities vis-a-vis
to SPAC directors. However, underwriters increasingly its other SPACs and should ask
want SPAC directors to have “skin in the game,” so appropriate questions to become
a director may be expected to make an out-of-pocket adequately informed.
investment in the SPAC.
What could possibly
go wrong?
Directors need to be fully aware of
the financial interests of the spon- In addition to attracting significant
sor in any potential target. Many scrutiny and questioning by media
sponsors are affiliated with venture and other observers, and posing
capital or private equity funds, which the risk of private litigation, SPACs
may have funds invested in potential are on the radar at the Securities
targets of the SPAC. Sometimes, and Exchange Commission (SEC),
existing investors in the target which has shown concern about
company or persons affiliated with the number of SPACs, the attention
the SPAC seek to invest via a PIPE garnered by “celebrity sponsors” and
(private investment in public equity) the resulting flow of retail investor
when the SPAC combines with an dollars into these vehicles. The SEC
operating company. Any potential has also focused on disclosure of
conflicts should be carefully analyzed the sponsor’s economic incentives
by the board and disclosed to share- and how they may diverge from the
holders. In some cases, directors interests of public shareholders, and
representing the sponsor may recuse on potential conflicts between share-
themselves or a special committee holders and the sponsor, officers and
may be formed. directors. In addition, the commis-
sion’s acting director of the Division
Where the sponsor is a “serial of Corporation Finance recently
SPACer” (i.e., a sponsor of multiple addressed target company projec-
SPACs), the sponsor may be search- tions, which are typically included
ing for targets for more than one in de-SPAC registration statements.
SPAC at the same time and could Although participants in ordinary
steer opportunities to another of its mergers are generally protected
SPACs. Although SPACs are legally
4 Skadden, Arps, Slate, Meagher & Flom LLP and AffiliatesWhat Am I Getting Myself Into?
Five Questions Prospective
SPAC Directors Should Ask
from private suits based on projec- reliable books and records, and
tions in registration statements, the sufficient internal controls to ensure
acting director questioned whether investors receive reliable financial
this “safe harbor” should apply to reporting. Because a target compa-
de-SPAC transactions. ny’s capabilities in these areas may
be inadequate for a public company,
The SEC also wants investors to it is important that a SPAC director
know how thoroughly a SPAC who continues onto the public board
has vetted potential targets so gets comfortable with the expertise
shareholders can make an informed and skills of the combined company
decision about any transaction board and management team.
a board recommends. The SEC
recently sent letters to underwriters Practical note: The mere appearance
requesting information about their of a conflict of interest, a lax due dili-
due diligence processes, suggesting gence process or a board that is not
a formal investigation in this area may “public company ready” could result
be imminent. SPAC sponsors and in litigation, unwanted attention from
even directors may also be subject the media and/or SEC scrutiny.
to scrutiny regarding their due
diligence efforts.
Authors
Upon completion of the de-SPAC
transaction, the combined company Ann Beth Stebbins / New York
will need the requisite expertise, Maxim Mayer-Cesiano / New York
5 Skadden, Arps, Slate, Meagher & Flom LLP and AffiliatesThe Informed Board / Spring 2021
Just Between You and Us
The technical The 10 most common client clients refuse to turn over documents
misconceptions about the or testify about their communications
requirements of the attorney-client privilege with counsel.
attorney-client privilege The easiest way to grasp these rules
Protecting corporate confidences
can trip up clients who has become more challenging in the is to review common misconceptions
aren’t careful. Here’s COVID-19 world, as directors and about the privilege:
executives work from home and
a list of common other locales where it can be hard to 1. “If I copy our lawyer on an email
misconceptions and control who is privy to discussions. to my fellow board members,
that will make it attorney-client
real-world foot faults Among the most sensitive corporate privileged.”
we’ve seen. confidences are communications
No. Merely including a lawyer
with the company’s lawyers, which
does not protect the commu-
are protected from disclosure to
nication. It has to meet all four
third parties by the attorney-client
requirements.
privilege. A client can inadvertently
do things that prevent assertion of 2. “If I write ‘attorney-client privileged’
the privilege, so it is worth reviewing at the top of the email, address it
common misconceptions about how to our lawyer and copy the rest
it works. of the board when I discuss the
business merits of an M&A deal,
Four basic requirements must be
that ought to work.”
met: (1) There must be a communi-
cation (2) between counsel and client No. If the subject is the business
(3) in confidence (4) for the purpose merits of the deal, it would not
of seeking, obtaining or providing satisfy the fourth requirement for
legal assistance to the client. Only if attorney-client privilege. Conver-
all four conditions are satisfied can sations with lawyers that do not
6 Skadden, Arps, Slate, Meagher & Flom LLP and AffiliatesJust Between You and Us
relate to the seeking, obtaining or excuse the bankers from those
providing of legal advice are not discussions to avoid any risk of
protected. waiving the privilege.
3. “I described a confidential, 5. “If we have our law firm hire our PR
off-the-record call with a counter- firm to draft alternative responses
party to our outside counsel. The to a potential activist attack, the
back-channel conversation will be draft releases will be privileged
privileged and confidential, right?” because the lawyers hired the PR
firm.”
No. The call with the counterparty
is not privileged, and recounting No. If the PR firm’s input is not
it to the attorney does not create required to provide legal advice,
a privileged communication with the fact that outside counsel
the lawyer unless the client asks hired it would not matter, and
for advice about the exchange sending draft releases to counsel
with the counterparty or some would not make them privileged.
other subject. There are some circumstances in
which it may be easier to protect
confidences if outside counsel
Simply cc’ing your lawyer on a note to others, even if hires third parties, but one should
you write “privileged” on the top of a document, will not assume that the privilege
will apply simply because of who
not ensure that the communication is protected.
hired the third party.
4. “If it’s just our outside counsel, 6. “Texts typically don’t need to be
internal counsel, the board and turned over in litigation, unlike
our bankers in the boardroom emails.”
when we discuss legal issues
No. In discovery, “document” is
surrounding the deal, that should
defined broadly and may cover
be privileged.”
everything from letters and emails
The answer will vary by state. The to doodles and text messages.
Delaware courts have recognized Most texts are written quickly,
that financial advice is intertwined without reflection on how they
with issues of regulation, legal may look later with the benefit
structure and legal consequences, of hindsight, and they are often
and have held that the privilege more revealing than more formal
is not waived simply because types of communication. Hence,
bankers are present. Other states they can provide ammunition to
might apply the privilege more adversaries in litigation. It’s best
narrowly. Beware, too, that if the for directors to avoid texting about
topics extend to issues unrelated substantive matters generally.
to the deal, the best practice is to
7 Skadden, Arps, Slate, Meagher & Flom LLP and AffiliatesJust Between You and Us
7. “If I ask our attorney for legal over in discovery if it went to a Not necessarily. Communications
advice in an email and our attor- third party, like auditors who were exchanged on third-party email
ney responds, the existence of not involved in the legal advice systems or electronic devices
those emails won’t be disclosed process. For that reason, compa- may not be privileged if the user
to anyone.” nies should consider redacting did not have a reasonable expec-
privileged portions of records they tation of privacy. Whether there
No. In litigation, the parties
share with people outside the is reasonable expectation may
often must prepare lists of any
circle of privilege. hinge on the policies of the email
communications they contend
provider. (Some businesses main-
are privileged, listing the date, 9. “A lawyer was retained to advise tain the right to monitor employ-
subject matter and participants a special committee of the board ees’ communications on their
— including third parties — in investigating potential wrongdo- systems.) To protect the privilege,
order for the other side to eval- ing by a member of management. directors need to examine the
uate and possibly challenge the She sent me an email with prelim- policies for the email they want to
claim of privilege. Hence, the inary findings, which I shared use. Companies may want to give
existence of the emails and the with directors who are not on the outside directors company email
recipients may be disclosed even committee, because they should accounts or require them to use
if their substance is protected by know what’s going on. I assumed dedicated, secure personal email
the privilege. that will stay privileged.” accounts for all communications
8. “If we have a presentation from our Not necessarily. The special related to their board work.
litigation counsel about potential committee is the client here,
damages the company may face not the full board. Sharing the
in a suit and a summary becomes lawyer’s findings with directors Authors
part of the board record, I assume not on the special committee Edward B. Micheletti / Wilmington
that remains privileged even could waive the privilege, Sonia K. Nijjar / Palo Alto
though our auditors review the because the other directors are
Patrick G. Rideout / New York
board minutes, because the audi- outside the attorney-client rela-
tors were not given the lawyers’ tionship of the special committee.
presentation.”
10. “If an outside board member
No. Although the report itself may receives privileged email at
be protected by the privilege, a another business email address, it
summary such as the minutes remains privileged.”
would probably have to be turned
8 Skadden, Arps, Slate, Meagher & Flom LLP and AffiliatesThe Informed Board / Spring 2021
Shareholder Suits Demand
More Progress on Diversity
Your board has women In a striking illustration of today’s members, the disgorgement of
significant and increasing focus on some directors’ fees and the
and underrepresented diversity and inclusion in corporate filling of a set percentage of new
minorities. Yet you America, at least 12 public compa- employee positions with members
nies recently have been sued by of certain demographic groups.
may still be targeted their own shareholders, who accuse
by a new wave of directors and officers of failing to –– Because derivative suits are
brought by shareholders in
shareholder derivative diversify their boards and C-suites
the company’s name, directors
and comply with anti-discrimination
suits pressing laws. The suits also typically allege and executives frequently are
companies to take that the companies falsely touted named individually as defendants
based on allegations that they
aggressive actions their commitment to diversity. The
claims are cast as derivative suits, in violated their fiduciary duties to
to further promote which a shareholder seeks to bring the company.
diversity and inclusion. claims on behalf of the corporation. To date, there has been only one
The companies sued have spanned court ruling in these cases (see
a wide range of industries, from Big our March 31, 2021, client alert
Tech to health care and retail. “California District Court Dismisses
These suits warrant particular Derivative Suit Against Facebook
attention because: Board Members and Executives
Challenging Alleged Lack of Diver-
–– Companies with women and/or sity”), so it is too early to gauge their
minorities on boards and senior full impact. But they highlight the
executive teams have been sued. need for boards to consider sound
diversity and inclusion policies, docu-
–– The remedies sought are ones ment them appropriately and portray
rarely, if ever, pursued in share- them accurately in public statements.
holder derivative suits, such as
the replacement of specific board
9 Skadden, Arps, Slate, Meagher & Flom LLP and AffiliatesShareholder Suits Demand
More Progress on Diversity
What the Plaintiffs Demand advancement of Black people and
minorities in corporate America”
Some of the complaints appear to
be framed to garner maximum press –– “Creation of a $1 billion fund
attention. One calls management to hire Black and minority
of the target company “one of the employees”
oldest and most egregious ‘Old
Boys’ Club’ in Silicon Valley,” and –– Investment of “$100 million
another alleges that the company’s in economic and social justice
CEO “wants Blacks to be seen but programs for the African American
not heard.” community designed to address
historical racial disparities”
–– Financing of “100 education schol-
Some suits demand the removal of directors and arships valued at $100,000 each
would force some to repay their fees for serving. for K-12 African-American students
Others would mandate hiring fixed percentages of annually at partner schools located
in the communities in which the
underrepresented minorities.
company does business”
–– Publication of annual reports
The suits aim to force specific containing detailed information
changes at the companies them- about hiring, advancement, promo-
selves and, in some cases, to require tion and pay equity of all minorities
them to contribute to or participate at the company
in diversity and inclusion efforts
outside the corporation. Some of the –– Filling of “15% of all new posi-
more unusual forms of relief sought tions in the United States with
include: African-Americans”
–– Replacement of the board –– Mandatory annual training
chairman for directors and executives
on “diversity, affirmative
–– Resignation of at least three action, anti-discrimination and
current directors and “a resolution anti-harassment”
to replace such directors with
two Black persons and one other –– Replacement of the company’s
minority” auditor for allegedly “failing to
point out ... that the company
–– Return of all director defendants’ lacks an effective system of
compensation, including any internal controls to ensure [it] is not
stock grants, to be donated to discriminating against minorities
“an acceptable charity or organi- and is complying with its stated
zation whose efforts include the goals and initiatives.”
10 Skadden, Arps, Slate, Meagher & Flom LLP and AffiliatesShareholder Suits Demand
More Progress on Diversity
Women Are Leading
More Key Board
31.6%
Committees
30.1%
27.4%
26.3%
25.6%
25.1%
24.9%
22.9%
22.8%
20.5%
19.7%
Audit
18.3%
18.2 %
15.6%
Compensation
14.3%
Governance
Source: Equilar Board Factbook
Figures for Equilar 500
(largest U.S. companies by revenue)
2016 2017 2018 2019 2020
Expect More What To Do:
Shareholder Demands Preventive Measures
The plaintiffs generally have not In addition to employing effective
exercised their rights as shareholders diversity and inclusion policies,
to inspect the company’s books and companies can minimize the risks
records before filing suit. As a result, of these sorts of derivative suits by
the complaints have contained few taking certain actions, including:
details about the boards’ internal
processes and deliberations, and –– Considering diverse candidates
are vulnerable if defendants move in board refreshment. New or
to dismiss them. Indeed, one suit newly open board seats can create
was dismissed on several grounds, opportunities to diversify the
but the court gave the plaintiff the board.
opportunity to refile it to correct the
–– Documenting board or commit-
shortcomings, some of which might tee discussions on diversity
have been addressed if the plaintiffs and inclusion. Engage in and
had first requested and reviewed memorialize board discussions
company records. Accordingly, we on diversity and inclusion, and
predict there will be more share- consider setting appropriate goals
holder demands to inspect corpo- and measuring progress toward
rate books and records so future them. Documentation of these
complaints can include more particu- discussions can be provided in
larized allegations.
11 Skadden, Arps, Slate, Meagher & Flom LLP and AffiliatesShareholder Suits Demand
More Progress on Diversity
response to shareholder requests (See other practical suggest-
and may persuade plaintiffs’ ions in “The Search for Board
lawyers that a claim would not be Diversity: Practical Tips, Statistics
successful. on Progress.”)
–– Monitoring public disclosures
on commitments to diversity.
Conclusion
Boards and companies may Supporting diversity and inclusion
wish to disclose the efforts and has become a priority in the business
commitments they make, but they world, and companies and their
should avoid overly aspirational boards are under great scrutiny with
statements that could later be cast respect to their commitments to
as false or misleading. these goals. As we noted, even some
companies with relatively diverse
–– Recognizing that prior alle-
boards and senior management
gations of racial or gender
have been sued. Companies should
discrimination can be cited in a
consider taking steps to help reduce
derivative suit. Prior governmental
the risk of a suit and facilitate the
enforcement actions, civil suits
defense of any that are filed.
and settlements have been cited
in some derivative complaints
as evidence that directors have
breached their fiduciary duties Authors
to ensure compliance with Jessie Liu / Washington, D.C.
anti-discrimination laws and have Susan Saltzstein / New York
endorsed false or misleading Tansy Woan / New York
statements about their companies’
policies and conduct.
12 Skadden, Arps, Slate, Meagher & Flom LLP and AffiliatesThe Informed Board / Spring 2021
The Search for Board Diversity:
Practical Tips, Statistics on Progress
Corporate governance A panel of corporate governance of candidates if they consider
thought leaders and public company people who have held other exec-
thought leaders offer directors at a recent webinar on diver- utive positions that involve contact
pragmatic suggestions sity and inclusion within corporate with boards.
boards offered practical guidance
for companies and for boards on ways to meet their –– Use recently created databases
directors aiming companies’ goals, as well as some that include tens of thousands
of candidates, sourced in part
to diversify their statistics about the progress made
from groups promoting diversity.
in recent years.
boards, C-suites and Consider instructing recruiters to
employee ranks. Suggestions To Improve
focus on diversity criteria or engag-
ing recruiters who make diversity
Diversity and Inclusion and inclusion a priority.
–– Don’t begin your search for new
–– Consider adopting a version of
directors by polling the existing
the “Rooney Rule,” following the
board for people they might
NFL’s lead, and require that diverse
recommend and assessing candi-
candidates be included in at least
dates supplied by recruiters who
the first round of any management
have not received direction on
hiring process.
diversity criteria. This approach
may limit the potential range of
candidates at the outset. Statistics
–– Don’t restrict the search to current –– Women now comprise about
or former CEOs and chief financial 23% of directors at Russell
officers. Companies can tap into 3000 companies, up from 15%
a much larger, more diverse pool three years ago, according to data
from Equilar, and underrepre-
13 Skadden, Arps, Slate, Meagher & Flom LLP and AffiliatesThe Search for Board Diversity:
Practical Tips, Statistics on Progress
The Proportion of
Women Directors
Has Risen 23.5%
21.5%
18.5%
16.5%
15.1%
Women Directors
Source: Equilar Board Factbook
Figures for Russell 3000, Q4 of each year
2016 2017 2018 2019 2020
sented racial groups hold 12.5% Panelists:
of all seats. New board appoint-
ments are currently about 50-50 Raquel Fox, SEC Reporting and
men and women. Compliance partner at Skadden
(moderator), and former director of
–– The gender balance at California the Office of International Affairs
companies has improved since at the Securities and Exchange
the state enacted a law mandat- Commission (SEC) and senior adviser
ing diversity on boards of public to then-SEC Chairman Jay Clayton.
companies headquartered there.
California has risen from 35th David Chun, founder and CEO of
place to 13th place nationally, Equilar, which provides corporate
based on the number of women leadership data and is a source of
on California corporate boards. potential board candidates.
Assuming all California companies
Joseph Grundfest, professor,
are in full compliance with the law
Stanford Law School, a former SEC
by the end of 2021 and there are
commissioner and current director
no major changes in other states,
of KKR & Co. Inc. who specializes
California is projected to move up
in capital markets, corporate gover-
to second place.
nance and securities litigation.
–– At least 11 other states have
Robin Washington, a director of
passed or are considering laws
Alphabet, Inc., Honeywell Interna-
similar to California’s, though most
tional, Inc. and Salesforce Inc., and
have less rigid targets, in part
former executive vice president and
because of concerns that Califor-
CFO of Gilead Sciences, Inc.
nia’s law may be vulnerable to a
constitutional challenge. Click here for audio of the webinar.
14 Skadden, Arps, Slate, Meagher & Flom LLP and AffiliatesContacts
Jessie K. Liu Sonia K. Nijjar Ann Beth Stebbins
Partner / Washington, D.C. Partner / Palo Alto Partner / New York
202.371.7340 650.470.4592 212.735.2660
jessie.liu@skadden.com sonia.nijjar@skadden.com annbeth.stebbins@skadden.com
Maxim Mayer-Cesiano Patrick G. Rideout Tansy Woan
Partner / New York Partner / New York Associate / New York
212.735.2297 212.735.2702 212.735.2472
maxim.mayercesiano@skadden.com patrick.rideout@skadden.com tansy.woan@skadden.com
Edward B. Micheletti Susan L. Saltzstein
Partner / Wilmington Partner / New York
302.651.3220 212.735.4132
edward.micheletti@skadden.com susan.saltzstein@skadden.com
View past editions / You can find all Informed Board articles here.
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