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Litigation Trends in Delaware

Sidley just released a podcast around the latest Delaware rulings and what they say about SPAC directors’ fiduciary duty, as well as COVID’s effect on M&A deals, and how corporations and boards can mitigate their liability.

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Stefan ZierSidley, M&A
Diversity and the Board

A recent SVDX webinar on board diversity covered a number of issues around how companies have fared in the race to comply with recent mandates. This blog posts has links to the webinar recording (which will be available shortly) as well as other organizations and articles related to diversity on boards.

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Stefan ZierDiversity, MoFo, Deloitte, PwC
Human Capital Management

Human Capital Management (HCM) involves finding and hiring the right people while managing an evolving set of workforce challenges and opportunities so as to “optimize” productivity. Human capital is the largest expenditure category for the majority of companies and the newly introduced SEC disclosure requirements around this topic are fraught with both opportunity and risk. Talking about HCM is easy (and common these days) but unearthing actionable areas of HCM improvement includes a discussion of: financial security for employees, workforce retention strategies during the “great resignation”, tax goals as related to ESG strategies, and more. SVDX recently held a webinar to discuss what boards need to know about HCM including the opportunities around new disclosure requirements, DE&I trends, training and retention innovations, a more holistic view of employee well-being, employee financial security, and the new normal of engagement with flexibility.

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What to Expect with New Board Requirements

Heffernan Insurance Brokers reviews SB 826 and AB 979 and what to expect with new board requirements. With the passing of two California laws that come with requirements by the end of 2021, Heffernan reviews both SB 826 and AB 979 and what corporations need to do in order to be in compliance.

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Stefan ZierHeffernan
Recent Trends in Corporate Governance

SVDX recently held a small group session around recent trends in Corporate Governance featuring Katherine Henderson and Richard Blake (Partners at Wilson Sonini Goodrich & Rosati). The discussion covered risk considerations, formalizing board oversight (are more committees the answer?), and what boards should be thinking about from a liability perspective.

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Founder-led Companies and Board Governance: Data on the Board of Director Perspective

Of the 33 IPOs in Silicon Valley in the past year, 31 had a founder in the role of CEO/Chair. Fully one-third of the 150 largest public companies in Northern California are now led by Founder/CEOs.

Founder-led companies benefit from their leader’s entrepreneurial spirit and clarity of vision. Founders have passion, focus, creativity and drive. But do they have the experience and the business skills to lead their companies after the IPO? Will investor interests be protected in companies where Founder/CEOs have voting control?

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Human Capital Management Disclosure

Talent recruitment and retention is nothing new for successful competitive enterprises. However, “human capital management” has evolved from a strategic and compliance issue into a topic for public disclosure. SVDX recently held a small group Xchange session on Human Capital Management disclosure to further explore trends and future plans. Mike Esser and Deborah Lifshey (both Managing Directors at Pearl Meyer) provided additional information around disclosure requirements and what boards of directors should consider.

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Intellectual Property as an Asset

Silicon Valley companies are all-too-familiar with the importance of intellectual property as an asset. However, most directors are unaware of the substantial advances achieved in recent years by third parties in the methodologies used for assigning value to IP that goes beyond the traditional patent portfolio. A recent SVDX small group Xchange Session discussed the issue of IP valuation and why trade secrets have become more popular. Lewis Lee (CEO at Aon Intellectual Property Solutions) gave additional information around new developments in IP measurement, trade secrets, and IP-backed lending.

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Stefan ZierAon, IP
2021 Trends and Developments in Executive Compensation

Meridian Compensation Partners recently completed a survey on 2021 trends and developments in executive compensation. The survey provides on overview of the current environment and signals the direction in which companies are moving with respect to executive compensation pay practices. The results summary tracks short-term incentives, long-term incentives, and ESG (environmental, social and governance) performance measures.

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