Weekly Roundup: May 6–May 12, 2016

This roundup contains a collection of the posts published on the Forum during the week of May 6–May 12, 2016.

Takeovers and Takings in the Next Economic Crisis

Posted by Nestor M. Davidson, Fordham Law School, on Friday, May 6, 2016

Tags: Bailouts, Financial crisis, Financial regulation, Investor protection, Legal systems, Moral hazard, Ownership, Property rights, Public interest, Securities regulation, Signaling, Systemic risk, Too big to fail, Transparency

In re Kenneth Cole: Business Judgment Review of Controlling Stockholder Mergers

Posted by William Savitt, Wachtell, Lipton, Rosen & Katz, on Saturday, May 7, 2016

Tags: Business judgment rule, Buyouts, Controlling shareholders, Delaware law, Fairness review, Going private, Merger litigation, Mergers & acquisitions, Minority shareholders, New York, Shareholder suits, Special committees, State law

DOL Final “Investment Advice” Regulation

Posted by Jeffrey D. Hochberg, Sullivan & Cromwell LLP, on Sunday, May 8, 2016

Tags: Conflicts of interest, Consumer protection, DOL, ERISA, Fiduciary duties, Financial regulation, Internal Revenue Code,Investment advisers, Investor protection, Retirement plans

Information-Dissemination Law: The Regulation of How Market-Moving Information Is Revealed

Posted by Kevin S. Haeberle, University of South Carolina School of Law and M. Todd Henderson, University of Chicago Law School, on Monday, May 9, 2016

Tags: Disclosure, High-frequency trading, Information asymmetries, Information environment, Inside information, Insider trading, Investor protection, Market reaction, Regulation Fair Disclosure, SEC, Securities regulation

Redacting Proprietary Information and IPOs

Posted by Audra Boone, U.S. Securities and Exchange Commission, on Monday, May 9, 2016

Tags: Capital formation, Confidentiality, Disclosure, Firm performance, Information asymmetries, Information environment,Investor protection, IPOs, Market reaction, Public firms, Regulation D, SEC, Securities regulation, Signaling, Underpricing

Corporate Governance in an Era of Compliance

Posted by Sean J. Griffith, Fordham Law School, on Tuesday, May 10, 2016

Tags: Accountability, Accounting, Boards of Directors, Compliance & ethics, Compliance and disclosure interpretation,Compliance officer, Corporate culture, Corporate governance, Disclosure, Securities enforcement, Securities regulation

Responding to Shareholder Directives to Directors

Posted by Donald C. Ross, Covington & Burling LLP, on Tuesday, May 10, 2016

Tags: Boards of Directors, Business judgment rule, Delaware law, Fiduciary duties, Gheewalla, Hedge funds, Institutional Investors, Long-Term value, Proxy contests, Shareholder activism, Shareholder value, Shareholder voting, Short-termism

Defenses Available to Directors and Financial Advisors

Posted by Ethan A. Klingsberg & Meredith E. Kotler, Cleary Gottlieb Steen & Hamilton LLP, on Wednesday, May 11, 2016

Tags: Advanced notice, Business judgment rule, Change in control, Conflicts of interest, Delaware cases, Delaware law,Director liability, Disclosure, Duty of good faith, Financial advisers, Liability standards, Merger litigation, Mergers & acquisitions, Negligence, Securities damages, Shareholder suits

Disclosure in the Digital Age

Posted by Kara M Stein, U.S. Securities and Exchange Commission, on Wednesday, May 11, 2016

Tags: Capital formation, Capital markets, Corporate Social Responsibility, Disclosure, EDGAR, Engagement, ESG, Filings,Information environment, Innovation, Investor protection, Proxy materials, Risk disclosure, SEC, Securities regulation

Reforming the Delaware Law to Address Appraisal Arbitrage

Posted by Wei Jiang, Columbia Business School, on Thursday, May 12, 2016

Tags: Appraisal rights, Arbitrage, Conflicts of interest, Delaware law, Hedge funds, Merger litigation, Mergers & acquisitions,Ownership, Shareholder rights, Shareholder suits, Transkaryotic

Collaborative Gatekeepers

Posted by Stavros Gadinis and Colby Mangels, University of California, Berkeley Law School, on Thursday, May 12, 2016

Tags: Accountability, Anti-corruption, Bernard Madoff, Compliance & ethics, Conflicts of interest, Dodd-Frank Act, Due diligence, Financial institutions, Financial regulation, International governance, Liability standards, Misconduct, Money laundering, SOX, Whistleblowers