Weekly Roundup: January 21

Weekly Roundup
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This roundup contains a collection of the posts published on the Forum during the week of January 21, 2016 to January 28, 2016.

Political Values, Culture, and Corporate Litigation

Posted by Danling Jiang, Florida State University, on Thursday, January 21, 2016

Tags: Accountability, Behavioral finance, Compliance & ethics, Corporate culture, Corporate Social Responsibility,Management, Market reaction, Misconduct, Securities enforcement, Securities litigation, Social networks

Acquisition Financing: the Year Behind and the Year Ahead

Posted by Eric M. Rosof, Wachtell, Lipton, Rosen & Katz, on Thursday, January 21, 2016

Tags: Acquisitions, Bank loans, Banks, Buyouts, Capital markets, Credit supply, External financing, Financing conditions,Leverage, Leveraged acquisitions, Mergers & acquisitions, Restructurings

Weekly Roundup: January 14–January 21

Posted by HLS Forum on Corporate Governance and Financial Regulation, on Friday, January 22, 2016

Tags: Weekly Roundup

Scope of Insider-Trading “Tippee” Liability

Posted by John F. Savarese, Wachtell, Lipton, Rosen & Katz, on Friday, January 22, 2016

Tags: Compliance & ethics, Information asymmetries, Information environment, Inside information, Insider trading,Liability standards, Rule 10b-5, Securities enforcement, Securities fraud, Supreme Court, U.S. federal courts

PCAOB Adopts Disclosure Rule

Posted by Avrohom J. Kess, Simpson Thacher & Bartlett LLP, on Saturday, January 23, 2016

Tags: Accountability, Accounting, Accounting standards, Audit committee, Audits, Compliance and disclosure interpretation, Disclosure, Engagement, External auditors, PCAOB, SEC, Securities Regulation, Transparency

Calculating SEC Civil Money Penalties

Posted by Jonathan N. Eisenberg, K&L Gates LLP, on Sunday, January 24, 2016

Tags: Broker-dealers, Compliance and disclosure interpretation, Corporate fraud, Disclosure, Investor protection, Liability standards, Misconduct, Misreporting, SEC, SEC enforcement, Securities damages, Securities Regulation

2015 Securities Law Developments

Posted by Jason M. Halper, Orrick, Herrington & Sutcliffe LLP, on Monday, January 25, 2016

Tags: Class actions, Derivative suits, Disclosure, Dodd-Frank Act, Erica John Fund v. Halliburton, Extraterritoriality,Fraud-on-the-Market, Jurisdiction, Omnicare v. NCS Healthcare, Reliance, Reporting regulation, Securities litigation, Securities Regulation, Shareholder suits, U.S. federal courts, Whistleblowers

Corporate Control and Idiosyncratic Vision

Posted by Zohar Goshen, Columbia Law School & Assaf Hamdani, Hebrew University of Jerusalem, on Monday, January 25, 2016

Tags: Agency costs, Cash flows, Controlling shareholders, Corporate culture, Entrepreneurs, Incentives, Information asymmetries, Investor protection, Long-Term Value, Management, Minority shareholders, Ownership structure, Private benefits of control, Public firms, Securities Regulation, Shareholder value

The Biases of an “Unbiased” Optional Takeover Regime

Posted by Marco Ventoruzzo, Bocconi University and Pennsylvania State University, on Tuesday, January 26, 2016

Tags: Acquisitions, Bidders, Contracts, Controlling shareholders, EU, Europe, Hostile takeover, International governance,Italy, Ownership structure, Private ordering, Public firms, Securities Regulation, Shareholder value, Stakeholders,Takeover defenses, Takeovers

Executive Pay, Share Buybacks, and Managerial Short-Termism

Posted by Ira Kay, Pay Governance LLC, on Tuesday, January 26, 2016

Tags: Boards of Directors, Capital allocation, Equity-based compensation, Executive Compensation, Growth rates,Incentives, Long-Term Value, Management, Repurchases, Shareholder value, Short-termism, Stock options, Stock returns

Delaware Court Guidance on Merger Litigation Settlements

Posted by Theodore N. Mirvis, Wachtell Lipton Rosen & Katz, on Tuesday, January 26, 2016

Tags: Boards of Directors, Class actions, Compliance and disclosure interpretation, Delaware cases, Delaware law,Disclosure, Fiduciary duties, Materiality, Merger litigation, Mergers & acquisitions, Proxy materials, Settlements, Shareholder value

Negotiation in Good Faith—SIGA v. PharmAthene

Posted by Philip Richter, Fried, Frank, Harris, Shriver & Jacobson LLP, on Wednesday, January 27, 2016

Tags: Acquisition agreements, Contracts, Delaware cases, Delaware law, Duty of good faith, Fiduciary duties, Merger litigation, Mergers & acquisitions, Negotiation, Securities damages

Inversions: Recent Developments

Posted by Peter J. Connors & Jason M. Halper, Orrick, Herrington & Sutcliffe LLP, on Thursday, January 28, 2016

Tags: Acquisitions, Foreign firms, Internal Revenue Code, International governance, Inversions, IRS, Mergers & acquisitions, Related parties, Related party transactions, Securities Regulation, Tax avoidance, Taxation, Treasury Department

White Collar and Regulatory Enforcement: What to Expect In 2016

Posted by John F. Savarese, Wachtell, Lipton, Rosen & Katz, on Thursday, January 28, 2016

Tags: Compliance & ethics, Corporate crime, Corporate fraud, Cross-border transactions, DOJ, FCPA, Insider trading,Investor protection, IRS, Misconduct, SEC, SEC enforcement, Securities enforcement, Securities Regulation, Settlements, Tax avoidance, Taxation, Whistleblowers

Weekly Roundup: January 21–January 28