Weekly Roundup: May 13–May 19, 2016

This roundup contains a collection of the posts published on the Forum during the week of May 13–May 19, 2016.

Do Compensation Consultants Have Distinct Styles?

Posted by Omesh Kini, Georgia State University, on Friday, May 13, 2016

Tags: Agency costs, Agency model, Behavioral finance, Compensation consultants, Conflicts of interest, Executive Compensation, Incentives, Management, Market efficiency

Corporate Litigation and Non-Reliance Provisions

Posted by Joseph M. McLaughlin and Yafit Cohn, Simpson Thacher & Bartlett LLP, on Friday, May 13, 2016

Tags: Acquisition agreements, Contracts, Corporate fraud, Delaware cases, Delaware law, Due diligence, Fair values,Fairness review, Liability standards, Merger litigation, Mergers & acquisitions, Reliance

Genuine Parts Co. v. Cepec: Business Registration and Personal Jurisdiction

Posted by John D. Donovan, Jr. and Gregg L. Weiner, Ropes & Gray LLP, on Saturday, May 14, 2016

Tags: Commercial litigation, Corporate liability, Delaware cases, Delaware law, Forum selection, Incorporations,Jurisdiction, State law, Written consent

SEC and Modernizing Regulation S-K

Posted by Holly J. Gregory, Sidley Austin LLP, on Sunday, May 15, 2016

Tags: Accounting, Compliance & ethics, Disclosure, Information environment, Investor protection, JOBS Act, Regulation S-K, Reporting regulation, Risk disclosure, SEC, SEC rulemaking, Securities regulation

Stock Markets, Banking Crises, and Economic Recoveries

Posted by Ross Levine, University of California, Berkeley, on Monday, May 16, 2016

Tags: Banks, Capital markets, Equity capital, Equity offerings, Failed banks, Financial crisis, Financial institutions, Financial regulation, Firm performance, Investor protection, Legal systems, Liquidity, Profitability, Shocks, Systemic risk

Systemic Financial Degradation Due to the Structure of Corporate Taxation

Posted by Mark J. Roe, Harvard Law School, and Michael Tröge, ESCP-Europe, on Monday, May 16, 2016

Tags: Banks, Corporate debt, Debt, Debt-equity ratio, Equity capital, Financial crisis, Financial institutions, Financial regulation, Incentives, Risk, Risk-taking, Systemic risk, Taxation

Defending Director Discretion

Posted by Eric Geringswald, Corporation Service Company, on Monday, May 16, 2016

Tags: Boards of Directors, Derivative suits, Institutional Investors, Mutual funds, Pension funds, Proxy voting, SEC, SEC enforcement, Securities regulation, Settlements, Shareholder activism, Shareholder suits, Shareholder voting,Whistleblowers

The Shadow Cost of Bank Capital Requirements

Posted by Asaf Manela, Washington University in St. Louis, on Tuesday, May 17, 2016

Tags: Banks, Capital requirements, Compliance & ethics, Cost of capital, Debt-equity ratio, Financial crisis, Financial institutions, Financial regulation, Leverage, Liquidity

Corporate Use of Social Media

Posted by Matteo Tonello, The Conference Board, Inc., on Tuesday, May 17, 2016

Tags: Capital markets, Disclosure, Earnings announcements, Engagement, Financial reporting, Information environment,Market reaction, Social capital, Social media

Frozen Charters

Posted by Scott Hirst, Harvard Law School, on Tuesday, May 17, 2016

Tags: Boards of Directors, Broker discretionary voting, Charter & bylaws, Institutional Investors, Listing standards,Majority voting, NYSE, Shareholder voting

The Fed’s Deeply Flawed Strategy for Resolving Failed Megabanks

Posted by Arthur E. Wilmarth, Jr., George Washington University Law School, on Wednesday, May 18, 2016

Tags: Bailouts, Bank debt, Capital requirements, Deposit insurance, Dodd-Frank Act, FDIC, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, G-SIB, Liquidation, Recapitalization, Recovery & resolution plans,Resolution authority, SIFIs, Too big to fail, Treasury Department

The Ability of Pre-IPO Companies to Stay Private Longer

Posted by Joseph A. Hall, Davis Polk & Wardwell LLP, on Wednesday, May 18, 2016

Tags: Accredited investors, Banks, Compensation disclosure, Financial institutions, Financial regulation, Financial reporting, Foreign firms, Investor protection, JOBS Act, Private firms, Public firms, Registration statements, Regulation D,Reporting regulation, SEC, SEC rulemaking, Securities regulation

CFPB Proposed Rulemaking on Arbitration Clauses

Posted by Brad Karp, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Wednesday, May 18, 2016

Tags: Accountability, Arbitration, Banks, CFPB, Class actions, Compliance & ethics, Consumer protection, Contracts,Depository banking, Disclosure, Dodd-Frank Act, Financial institutions, Financial regulation, Public interest

ValueAct, Activism Tactics, and Beneficial Ownership

Posted by Ethan A. Klingsberg, Cleary Gottlieb Steen & Hamilton LLP, on Wednesday, May 18, 2016

Tags: Advanced notice, Antitrust, Beneficial owners, Disclosure, DOJ, Hart-Scott-Rodino Act, Hedge funds, Mergers & acquisitions, Schedule 13D, Schedule 13G, SEC, Securities enforcement, Securities regulation, Shareholder activism

The Post Dodd-Frank Evolution of the Private Fund Industry

Posted by Wulf Kaal, University of St. Thomas School of Law, on Thursday, May 19, 2016

Tags: Compliance & ethics, Dodd-Frank Act, Financial regulation, Fund managers, Private equity, Private funds,Securities regulation, Surveys

Intersection of Deal-Related Indemnification and D&O Advancement

Posted by Daniel E. Wolf, Kirkland & Ellis LLP, on Thursday, May 19, 2016

Tags: Acquisition agreements, Attorneys’ fees, D&O insurance, Delaware cases, Delaware law, Director liability,Indemnification, Liability standards, Merger litigation, Mergers & acquisitions, Private firms