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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 Affiliates
What 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 Affiliates
The 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 Affiliates
Just 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 Affiliates
Just 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 Affiliates
The 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 Affiliates
Shareholder 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 Affiliates
Shareholder 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 Affiliates
Shareholder 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 Affiliates
The 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 Affiliates
The 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 Affiliates
Contacts 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. This communication is provided by Skadden, Arps, Slate, Meagher & Flom LLP and its affiliates for educational and informational purposes only and is not intended and should not be construed as legal advice. This communication is considered advertising under applicable state laws. Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001 212.735.3000 skadden.com 15 Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates
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