Weekly Roundup: May 20–May 26, 2016

This roundup contains a collection of the posts published on the Forum during the week of May 20–May 26, 2016.

Creditor Rights, Claims Enforcement, and Bond Returns in Mergers and Acquisitions

Posted by Luc Renneboog, Tilburg University, on Friday, May 20, 2016

Tags: Bankruptcy, Bondholders, Bonds, Credit exposure, Cross-border transactions, Debt, Debtor-creditor law, Europe,International governance, Legal systems, Merger announcements, Mergers & acquisitions, Risk arbitrage, Takeover premiums, Takeovers

Prioritizing Cybersecurity: Five Questions for Portfolio Company Boards

Posted by Glenn Davis, Council on Institutional Investors, on Friday, May 20, 2016

Tags: Boards of Directors, Compliance & ethics, Cybersecurity, Disclosure, Institutional Investors, Investor protection,Management, Risk, Risk assessment, Risk disclosure, Risk management, Risk oversight, Securities regulation

Resource Accumulation through Economic Ties

Posted by Mark Westerfield, University of Washington, on Saturday, May 21, 2016

Tags: Agency costs, Endowments, Private equity, Social networks, Venture capital firms

Equity in LLC Law?

Posted by Mohsen Manesh, University of Oregon School of Law, on Sunday, May 22, 2016

Tags: Alternative entities, Contracts, Corporate forms, Delaware articles, Delaware cases, Delaware law, DGCL,Fiduciary duties, Jurisdiction, LLCs, Partnerships, State law

Italian Boards and The Strange Case of the Minority Becoming Majority

Posted by Marco Ventoruzzo, Bocconi University and Pennsylvania State University, and Piergaetano Marchetti, Bocconi University, on Monday, May 23, 2016

Tags: Board independence, Boards of Directors, Controlling shareholders, Europe, Institutional Investors, International governance, Italy, Majority voting, Management, Minority shareholders, Proxy access, Proxy voting, Shareholder voting

Divided Loyalties? The Role of Defense Litigation Counsel in Shareholder M&A Litigation

Posted by C. N. V. Krishnan, Case Western Reserve University, on Monday, May 23, 2016

Tags: Delaware articles, Delaware law, Disclosure, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits, State law, Takeover premiums

Challenges to Going-Private Mergers in New York

Posted by Jason M. Halper, Orrick, Herrington & Sutcliffe LLP, on Monday, May 23, 2016

Tags: Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Dual-class stock, Fairness review, Fiduciary duties, Going private, Merger litigation, Mergers & acquisitions, Minority shareholders, New York,Shareholder suits, State law

SEC Monitoring of Foreign Firms’ Disclosures

Posted by James Naughton, Northwestern University, on Tuesday, May 24, 2016

Tags: Capital markets, Disclosure, Financial reporting, Foreign firms, Information asymmetries, Information environment,International governance, Investor protection, Liability standards, Reporting regulation, SEC, Securities regulation

Inside Lawyers: Friends or Gatekeepers?

Posted by Sung Hui Kim, UCLA School of Law, on Tuesday, May 24, 2016

Tags: Accountability, Compliance & ethics, Confidentiality, General counsel, General Motors, Information environment,Inside counsel, Inside information, Management, Misconduct

Antitrust Executive Order and Common Ownership

Posted by Brad S. Karp, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Tuesday, May 24, 2016

Tags: Antitrust, Boards of Directors, DOJ, Institutional Investors, Interlocking boards, Mergers & acquisitions, Ownership,Public firms, Securities regulation, Shared ownership

Redacting Proprietary Information at the Initial Public Offering

Posted by Audra Boone, U.S. Securities and Exchange Commission, on Wednesday, May 25, 2016

Tags: Capital formation, Confidentiality, Disclosure, Firm valuation, Information asymmetries, Information environment,Investor protection, IPOs, SEC, Securities regulation, Transparency, Underpricing

Dual Ownership, Returns, and Voting in Mergers

Posted by Andriy Bodnaruk, University of Notre Dame and Marco Rossi, Texas A&M University, onWednesday, May 25, 2016

Tags: Behavioral finance, Bondholders, Debt, Mergers & acquisitions, Mutual funds, Ownership, Risk, Risk arbitrage,Shared ownership, Shareholder voting, Target firms

Recent Criticism of the SEC: Fair or Unfair?

Posted by Jonathan N. Eisenberg, K&L Gates LLP, on Wednesday, May 25, 2016

Tags: Financial crisis, Investor protection, Non-prosecution agreement, SEC, SEC enforcement, Securities damages,Securities enforcement, Securities regulation, Settlements

The Value of Offshore Secrets: Evidence from the Panama Papers

Posted by Hannes Wagner, Bocconi University, on Thursday, May 26, 2016

Tags: Anti-corruption, Compliance & ethics, Cybersecurity, Firm valuation, International governance, Misconduct,Shareholder value, Tax avoidance, Taxation

Management Influence on Investors: Evidence from Shareholder Votes on the Frequency of Say on Pay

Posted by Fabrizio Ferri, Columbia Business School, on Thursday, May 26, 2016

Tags: Accountability, Agency costs, Executive Compensation, Management, Say on frequency, Say on pay, Shareholder activism, Shareholder voting

Investors and Board Composition

Posted by Paula Loop & Paul Denicola, PricewaterhouseCoopers LLP, on Thursday, May 26, 2016

Tags: Board composition, Board dynamics, Board independence, Board performance, Board turnover, Boards of Directors, Director qualifications, Diversity, Institutional Investors, Succession