Weekly Roundup: July 22–July 28, 2016

This roundup contains a collection of the posts published on the Forum during the week of July 22–July 28, 2016.

Bail-in and Market Stabilization

Posted by Wolf-Georg Ringe, Copenhagen Business School and the University of Oxford, on Friday, July 22, 2016

Tags: Bailouts, Banks, Central banking, Failed banks, Financial crisis, Financial institutions, Financial regulation, Liquidity,Market reaction, Resolution authority, SIFIs, Too big to fail

Commonsense Principles of Corporate Governance

Posted by Margaret Popper, Sard Verbinnen & Co, on Friday, July 22, 2016

Tags: Board independence, Board leadership, Boards of Directors, Director qualifications, Executive Compensation,Financial reporting, Fund managers, Institutional Investors, Long-Term value, Management, Shareholder elections,Shareholder rights, Succession, Transparency

AML Monitoring: New York Regulator Gets Prescriptive

Posted by Dan Ryan, PricewaterhouseCoopers LLP, on Saturday, July 23, 2016

Tags: Banks, Disclosure, Financial institutions, Financial regulation, Financial technology, Money laundering, New York,Oversight, State law

Present at the Creation: Reflections on the Early Years of the NACD

Posted by Lawrence J. Trautman, Western Carolina University, on Sunday, July 24, 2016

Tags: Audit committee, Board composition, Board dynamics, Boards of Directors, Corporate governance, Engagement,Financial reporting, Management, NACD, SEC, Securities regulation

Shareholder Activism on Sustainability Issues

Posted by George Serafeim, Harvard Business School, on Monday, July 25, 2016

Tags: Corporate Social Responsibility, Engagement, Environmental disclosure, ESG, Firm performance, Firm valuation,ISS, Management, Shareholder activism, Shareholder proposals, Sustainability

Regulating Corporate Governance in the Public Interest: The Case of Systemic Risk

Posted by Steven L. Schwarcz, Duke University School of Law, on Monday, July 25, 2016

Tags: Agency costs, Business judgment rule, Capital markets, D&O insurance, Director liability, Financial crisis, Financial regulation, Incentives, Management, Moral hazard, Public interest, Risk committee, Risk oversight, Risk-taking, SIFIs,Systemic risk

Delaware Court on LLC Managers’ Authority to Delegate

Posted by David A. Harris, Morris, Nichols, Arsht & Tunnell LLP, on Monday, July 25, 2016

Tags: Board independence, Boards of Directors, Corporate forms, Corporate governance, Delaware cases, Delaware law, Derivative actions, Derivative suits, Duty of good faith, Liability standards, Management

How Do Investors Accumulate Network Capital? Evidence from Angel Networks

Posted by Vijay Yerramilli, University of Houston Bauer College of Business, on Tuesday, July 26, 2016

Tags: Firm performance, Information environment, IPOs, Private equity, Reputation, Small firms, Social capital, Social networks, Tech companies, Venture capital firms

Chairman and CEO: The Controversy over Board Leadership

Posted by David F. Larcker & Brian Tayan, Stanford University, on Tuesday, July 26, 2016

Tags: Board independence, Board leadership, Board performance, Boards of Directors, Governance standards,Management, Non-executive chairman, Small firms, Succession

2016 Proxy Season Review

Posted by Glen T. Schleyer, Sullivan & Cromwell LLP, on Tuesday, July 26, 2016

Tags: Boards of Directors, Executive Compensation, ISS, Proxy access, Proxy season, Proxy voting, Rule 14a-8, Say on pay, Shareholder activism, Shareholder proposals, Shareholder voting

Do Independent Directors Face Incentives to Monitor Executives?

Posted by Quinn Curtis, University of Virginia School of Law, on Wednesday, July 27, 2016

Tags: Accountability, Board independence, Board turnover, Boards of Directors, Incentives, Internal auditors, ISS,Management, Misconduct, Oversight, Restatements, Stock options, Transparency, Withhold votes

Commonsense Governance Principles: Returning Governance to its “Commonsense” Roots

Posted by Michael W. Peregrine, McDermott Will & Emery LLP, on Wednesday, July 27, 2016

Tags: Asset management, Board communication, Board composition, Board leadership, Boards of Directors, Diversity,Financial reporting, Long-Term value, Management, Reputation, Shareholder rights

SEC Approval of Nasdaq Rule Requiring “Golden Leash” Disclosure

Posted by Avrohom J. Kess and Yafit Cohn, Simpson Thacher & Bartlett LLP, on Wednesday, July 27, 2016

Tags: Boards of Directors, Compensation disclosure, Director compensation, Disclosure, Exchange Act, Filings, Foreign issuers, Golden leashes, Listing standards, NASDAQ, Rule 19b-4, SEC, Securities regulation, Shareholder activism

The Operational Consequences of Private Equity Buyouts

Posted by Shai Bernstein, Stanford University, on Thursday, July 28, 2016

Tags: Acquisitions, Buyouts, Firm performance, Long-Term value, Managerial style, Mergers & acquisitions, Ownership,Private equity, Private firms, Short-termism, Takeovers

Are Public Companies Spending Too Little on Law Firms?

Posted by Elisabeth de Fontenay, Duke University School of Law, on Thursday, July 28, 2016

Tags: Acquisition agreements, Agency costs, Attorneys’ fees, Decision making, General counsel, Incentives, Leveraged acquisitions, Mergers & acquisitions, Private equity, Public firms, Shareholder value

Is Your Company at Risk for an Activist Attack?

Posted by Paula Loop, PricewaterhouseCoopers LLP, on Thursday, July 28, 2016

Tags: Boards of Directors, Engagement, Hedge funds, Institutional Investors, Long-Term value, Mergers & acquisitions,Shareholder activism, Shareholder proposals, Shareholder value