Wachtell Lipton's "Corporate Governance Update: Raising the Stakes for Board Diversity" recaps recent securities litigation alleging false and misleading proxy disclosure on board and executive racial diversity, and reminds companies that any diversity commitments or support included in proxies or other SEC filings should be substantiated and not reasonably capable of being interpreted as guarantees or assurances. Litigation in this area based on alleged disconnects between the "walk" and the "talk" is trending up. See, e.g., these memos from the D&O Diary: "Qualcomm Hit with Board Racial Diversity Derivative Lawsuit" and "Facebook Board Hit with Derivative Lawsuit on Board Diversity and Other Race-Related Issues," as well as its discussion of the Oracle suit: "Oracle Directors Hit with Derivative Suit on Board Diversity Issues."
Access additional resources on our Board Diversity, Racial Equality & Diversity and Proxy/Annual Meeting pages. This post first appeared in the weekly Society Alert!