Weekly Roundup: August 12–August 18, 2016

This roundup contains a collection of the posts published on the Forum during the week of August 12–August 18, 2016.

Will I Get Paid? Employee Stock Options and Mergers and Acquisitions

Posted by Ilona Babenko, Arizona State University, on Friday, August 12, 2016

Tags: Acquisition agreements, Acquisitions, Bidders, Equity-based compensation, Mergers & acquisitions, Stock options,Takeover premiums, Target firms, Tech companies

Stakes Go Up In SEC Administrative Proceedings

Posted by Wayne M. Carlin, Wachtell, Lipton, Rosen & Katz, on Friday, August 12, 2016

Tags: Forum selection, Investment Advisers Act, Investor protection, Jurisdiction, Misconduct, SEC, SEC enforcement,Securities enforcement, U.S. federal courts

Corporate Culture and the Role of Boards

Posted by UK Financial Reporting Council, on Saturday, August 13, 2016

Tags: Accountability, Board communication, Board leadership, Board performance, Boards of Directors, Corporate culture, Director qualifications, Engagement, International governance, Long-Term value, Management, Reputation, UK

Do Creditor Rights Increase Employment Risk? Evidence from Loan Covenants

Posted by Antonio Falato, Federal Reserve Board, on Sunday, August 14, 2016

Tags: Bankruptcy, Capital formation, Capital markets, Cost of capital, Covenants, Debt, Debt contracts, Debtor-creditor law, Defaults, Distressed companies, Employees, Financial crisis, Labor markets, Market conditions

The Lifecycle of Firm Takeover Defenses

Posted by Jonathan M. Karpoff, University of Washington, on Monday, August 15, 2016

Tags: Acquisitions, Agency costs, Antitakeover, Boards of Directors, Entrenchment, Firm valuation, Hostile takeover,Management, Mergers & acquisitions, Poison pills, Shareholder value, Takeover defenses, Takeovers

The Law and Brexit III

Posted by Thomas J. Reid, Davis Polk & Wardwell LLP, on Monday, August 15, 2016

Tags: Bailouts, Banker bonuses, Banks, Bonuses, Brexit, Capital requirements, EU, Europe, Executive Compensation,Failed banks, Financial institutions, Financial regulation, Foreign banks, G-SIB, Recovery & resolution plans, UK

Securities Class Action Filings: 2016 Midyear Assessment

Posted by John Gould, Cornerstone Research, on Monday, August 15, 2016

Tags: Class actions, Filings, Merger litigation, Mergers & acquisitions, Section 11, Securities litigation, Shareholder suits,Supreme Court, U.S. federal courts

CEO Personality and Firm Policies

Posted by Anastasia Zakolyukina, University of Chicago, on Tuesday, August 16, 2016

Tags: Behavioral finance, Capital allocation, Executive performance, Executive value, Firm performance, Management,Managerial style, R&D, Risk-taking

Optimizing Board Evaluations

Posted by Yafit Cohn and Avrohom J. Kess, Simpson, Thacher & Bartlett LLP, on Tuesday, August 16, 2016

Tags: Accountability, Board communication, Board dynamics, Board evaluation, Board independence, Board monitoring,Board performance, Boards of Directors, Corporate culture, Oversight

Estimating the Compliance Costs of Sarbox Section 404(B)

Posted by Dhammika Dharmapala, University of Chicago, on Wednesday, August 17, 2016

Tags: Compliance & ethics, Financial reporting, Private benefits of control, Public float, Reporting regulation, Securities regulation, SOX, SOX Section 404

From Corporate Law to Corporate Governance

Posted by Ronald J. Gilson, Stanford Law School, Columbia Law School, and ECGI, on Wednesday, August 17, 2016

Tags: Agency model, Corporate forms, Corporate governance, Decision making, Fiduciary duties, Legal systems, Long-Term value, Securities regulation, Shareholder rights, Short-termism, Stakeholders

CEO Pay-For-Performance

Posted by Ira Kay, Pay Governance LLC, on Wednesday, August 17, 2016

Tags: Agency model, Equity-based compensation, Executive Compensation, Incentives, Management, Pay for performance, Peer groups, Say on pay, Shareholder value

Bankruptcy for Banks: A Sound Concept That Needs Fine-Tuning

Posted by Mark J. Roe, Harvard Law School, and David A. Skeel, University of Pennsylvania, onWednesday, August 17, 2016

Tags: Bailouts, Bankruptcy, Banks, Derivatives, Director liability, Failed banks, Financial crisis, Financial institutions,Financial regulation, Liability standards, Restructurings, SIFIs, Systemic risk, Too big to fail, US House

Executive Compensation: What Worked?

Posted by Steven A. Bank, University of California, Los Angeles, on Thursday, August 18, 2016

Tags: Boards of Directors, Compensation guidelines, Compensation ratios, Corporate culture, Executive Compensation,Labor markets, Management, Taxation

Political Contributions and Lobbying Proposals

Posted by Yafit Cohn, Simpson Thacher & Bartlett LLP, on Thursday, August 18, 2016

Tags: Accountability, Citizens United v. FEC, Disclosure, Glass Lewis, Institutional Investors, ISS, Lobbying, No-action letters, Political spending, Proxy advisors, Proxy season, Proxy voting, SEC, SEC rulemaking, Shareholder proposals,Shareholder voting