Weekly Roundup: April 8–April 14, 2016

Weekly Roundup
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This roundup contains a collection of the posts published on the Forum during the week of April 8, 2016 to April 14, 2016.

Takings Claims in the Aftermath of the Financial Crisis

Posted by Julia D. Mahoney, University of Virginia School of Law, on Friday, April 8, 2016

Tags: Accountability, Bailouts, Bankruptcy, Dodd-Frank Act, Federal Reserve, Financial Crisis, Financial Regulation, Legal systems, Property rights, Public interest, Systemic risk, TARP, Too big to fail, Transparency, Treasury Department

Institutional Investors and Trends in Board Refreshment

Posted by Cam C. Hoang, Dorsey & Whitney LLP, on Friday, April 8, 2016

Tags: Board composition, Board evaluation, Board Insulation, Board turnover, Boards of Directors, Director qualifications,Institutional Investors, Ousting directors, Proxy advisors, Shareholder voting, Succession

Do You Have to Disclose a Government Investigation?

Posted by Deborah S. Birnbach, Goodwin Procter LLP, on Saturday, April 9, 2016

Tags: Class actions, Compliance and disclosure interpretation, Disclosure, Investor protection, Materiality, Regulation S-K, SEC, SEC enforcement, SEC investigations, Securities Regulation, Shareholder suits, U.S. federal courts, Wells notice

Forum-Selection Bylaws—Another Brick in the Wall

Posted by William Savitt, Wachtell, Lipton, Rosen & Katz, on Sunday, April 10, 2016

Tags: Acquisition agreements, Boards of Directors, California, Charter & bylaws, Deal protection, Delaware law, Fiduciary duties, Forum selection, Jurisdiction, Merger litigation, Mergers & acquisitions, Shareholder suits, State law

Wolves at the Door: A Closer Look at Hedge Fund Activism

Posted by Forester Wong, Columbia University, on Monday, April 11, 2016

Tags: Blockholders, Disclosure, Hedge funds, Long-Term Value, Market efficiency, Poison pills, Proxy fights, Schedule 13D, Securities Regulation, Shareholder activism, Short-termism, Takeover defenses, Takeovers

Proxy Advisors’ Impact on Executive Pay Decisions by Directors

Posted by Joseph E. Bachelder III, McCarter & English LLP, on Monday, April 11, 2016

Tags: Boards of Directors, Compensation committees, Compensation disclosure, Executive Compensation, Glass Lewis,Institutional Investors, ISS, Management, Proxy advisors, Proxy voting, Say on pay, Securities Regulation, Shareholder voting, Warren Buffet

Say On Pay: Do Shareholders Care?

Posted by Carsten Gerner-Beuerle, London School of Economics , on Tuesday, April 12, 2016

Tags: Agency costs, Compensation disclosure, Disclosure, Executive Compensation, Information environment,International governance, Management, Market efficiency, Pay for performance, Say on pay, Securities Regulation,Shareholder voting, UK

SEC Interpretation Proposal: Descriptions on Proxy Cards

Posted by Avrohom J. Kess & Yafit Cohn, Simpson, Thacher & Bartlett LLP, on Tuesday, April 12, 2016

Tags: Charter & bylaws, Compliance and disclosure interpretation, Exchange Act, Proxy disclosure, Proxy materials,Proxy voting, Rule 14a-4, SEC, SEC rulemaking, Securities Regulation, Shareholder proposals, Shareholder voting

The Role of the Federal Reserve: Lessons from Financial Crises

Posted by William C. Dudley, Federal Reserve Bank of New York, on Tuesday, April 12, 2016

Tags: Accountability, Banks, Central banking, Dodd-Frank Act, Federal Reserve, Financial Crisis, Financial institutions,Financial policies, Financial Regulation, FSOC, SIFIs, Stress tests, Too big to fail, Transparency

Inefficiencies and Externalities from Opportunistic Acquirers

Posted by Lucian Taylor, University of Pennsylvania, on Wednesday, April 13, 2016

Tags: Acquisitions, Bidders, Firm valuation, Information asymmetries, Inside information, Market efficiency, Mergers & acquisitions, Stock mispricing, Tender offer

In re Ebix: Corporate Defenses and Activist Engagement

Posted by Kai Haakon E. Liekefett, Vinson & Elkins LLP, on Wednesday, April 13, 2016

Tags: Boards of Directors, Business judgment rule, Charter & bylaws, Delaware cases, Delaware law, Hostile takeover,Merger litigation, Mergers & acquisitions, Shareholder activism, Shareholder rights, Takeover defenses, Takeovers,Unocal standard

Treasury Guidance on Corporate Inversions

Posted by David H. Schnabel, Davis Polk & Wardwell LLP, on Wednesday, April 13, 2016

Tags: Acquisitions, Cross-border transactions, Foreign firms, Internal Revenue Code, Inversions, IRS, Mergers & acquisitions, Securities Regulation, Spinoffs, Target firms, Tax avoidance, Taxation, Treasury Department

Statement from Commissioner Piwowar on Regulation S-K

Posted by Michael S. Piwowar, U.S. Securities & Exchange Commission, on Thursday, April 14, 2016

Tags: Capital formation, Disclosure, Dodd-Frank Act, FAST Act, Financial Regulation, Information asymmetries,Information environment, Investor protection, JOBS Act, Materiality, Regulation S-K, SEC, SEC rulemaking

Statement from Commissioner Stein on
Regulation S-K

Posted by Kara M. Stein, U.S. Securities and Exchange Commission, on Thursday, April 14, 2016

Tags: Accounting, Accounting standards, Disclosure, ESG, Financial Regulation, Financial reporting, Information asymmetries, Information environment, Investor protection, Regulation S-K, SEC, SEC rulemaking, Securities Regulation, Sustainability, Transparency

Statement from Chair White on Regulation S-K Concept Release

Posted by Mary Jo White, U.S. Securities and Exchange Commission, on Thursday, April 14, 2016

Tags: Disclosure, Dodd-Frank Act, Filings, Financial Regulation, Financial reporting, Information asymmetries, Investor protection, JOBS Act, Materiality, Regulation S-K, SEC, SEC rulemaking, Securities Regulation, Swaps, Swaps entities,Transparency