Weekly Roundup: September 9–September 15, 2016

Weekly Roundup
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This roundup contains a collection of the posts published on the Forum during the week of September 9–September 15, 2016.

Ex-Ante Corporate Governance

Posted by George S. Geis, University of Virginia School of Law, on Friday, September 9, 2016

Tags: Agency model, Boards of Directors, Charter & bylaws, Contracts, Delaware articles, Delaware law, Management,Shareholder activism, Shareholder communications, Shareholder elections, Shareholder power, Shareholder proposals

2016 Proxy Mid-Season Review

Posted by Heidi Welsh, Sustainable Investments Institute, on Friday, September 9, 2016

Tags: Boards of Directors, Climate change, Corporate Social Responsibility, Diversity, Environmental disclosure, ESG,Proxy season, Proxy voting, Shareholder proposals, Shareholder voting, Sustainability

Pay-to-Play Rules for Swap Dealers

Posted by Stephen Humenik, Covington & Burling LLP, on Saturday, September 10, 2016

Tags: Broker-dealers, Campaign finance, CFTC, Derivatives, Disclosure, Pay to play, Political spending, SEC, Securities regulation, Swaps, Swaps entities

Crash Beliefs from Investor Surveys

Posted by Dasol Kim, Case Western Reserve University, on Sunday, September 11, 2016

Tags: Decision making, Financial crisis, Information asymmetries, Information environment, Institutional Investors, Market conditions, Market efficiency, Risk, Risk assessment, Stock performance, Surveys

Political Cognitive Biases Effects on Fund Managers’ Performance

Posted by Marian Moszoro, University of California at Berkeley, on Monday, September 12, 2016

Tags: Behavioral finance, Decision making, Fund managers, Fund performance, Hedge funds, Information environment,Market conditions, Private equity, Social networks

Federal Civil Penalties Set to Increase Significantly, Many Present Retroactivity Concerns

Posted by Matthew T. Martens and Reginald J. Brown, Wilmer Cutler Pickering Hale and Dorr LLP, onMonday, September 12, 2016

Tags: CFPB, Debtor-creditor law, Financial regulation, Liability standards, OMB, SEC, SEC enforcement, Securities regulation

The Finer Points of Proxy Access Bylaws Come Under the Microscope

Posted by Peter Kimball and Alexandra Higgins, ISS Corporate Solutions, on Monday, September 12, 2016

Tags: Boards of Directors, Charter & bylaws, Director compensation, Golden leashes, ISS, No-action letters, Proxy access, Proxy contests, Proxy voting, SEC, Securities regulation, Shareholder nominations, Shareholder proposals,Shareholder voting

Managerial Rents vs. Shareholder Value in Delegated Portfolio Management

Posted by Youchang Wu, University of Oregon, on Tuesday, September 13, 2016

Tags: Asset management, Entrenchment, Fund managers, Fund performance, Investment Company Act, Liquidity,Market efficiency, Mutual funds, Private funds, Rent-seeking, Shareholder value

Putting Directors’ Money Where Their Mouths Are

Posted by Nitzan Shilon, Israel Securities Authority and Peking University School of Transnational Law, onTuesday, September 13, 2016

Tags: Agency costs, Boards of Directors, Delaware articles, Delaware law, Hostile takeover, Information asymmetries,Mergers & acquisitions, Shareholder value, Short-termism, Skin in the game, Takeover defenses, Takeovers, Target firms,Underpricing

Taking Short-Termism Seriously: A Response to Charles Nathan

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Tuesday, September 13, 2016

Tags: Beneficial owners, Charles Nathan, Engagement, Institutional Investors, Long-Term value, Securities regulation,Shareholder activism, Shareholder value, Short-termism

Prosecutors in the Boardroom: Mandating Governance Reforms Through Deferred Prosecution

Posted by Jennifer H. Arlen and Marcel Kahan, NYU School of Law, on Wednesday, September 14, 2016

Tags: Accountability, Agency costs, Corporate crime, Corporate liability, Deferred prosecution agreements, DOJ, Liability standards, Management, Misconduct, Non-prosecution agreement, Securities enforcement, Settlements

The Law and Brexit V

Posted by Thomas J. Reid, Davis Polk & Wardwell LLP, on Wednesday, September 14, 2016

Tags: Antitrust, Brexit, Capital markets, Cross-border transactions, ESMA, EU, Europe, Financial regulation, International governance, Mergers & acquisitions, Securities regulation, UK

Protecting Companies from Political Spending Peril

Posted by Bruce F. Freed and Karl Sandstrom, Center for Political Accountability, on Wednesday, September 14, 2016

Tags: Accountability, Agency costs, Campaign finance, Citizens United v. FEC, Disclosure, Due diligence, Political spending, Public perception, Reputation, Transparency

Do Directors Suffer External Consequences for Poor Oversight of Executive Compensation? Evidence from Say-on-Pay Votes

Posted by T. Colin Campbell, University of Cincinnati, on Thursday, September 15, 2016

Tags: Board monitoring, Board turnover, Boards of Directors, Compensation committees, Executive Compensation,Executive performance, Interlocking boards, Labor markets, Management, Oversight, Reputation, Say on pay,Shareholder voting

Crowdfunding and the Not-So-Safe SAFE

Posted by Joseph Green, Thomson Reuters Practical Law, and John Coyle, University of North Carolina, on Thursday, September 15, 2016

Tags: Capital formation, Contracts, Crowdfunding, Equity securities, FAST Act, Investor protection, Retail investors,Securities regulation, Small firms, Tech companies, Venture capital firms

SEC Clawbacks of CEO and CFO Compensation

Posted by John F. Savarese and Wayne M. Carlin, Wachtell, Lipton, Rosen & Katz, on Thursday, September 15, 2016

Tags: Clawbacks, Executive Compensation, Liability standards, Management, Misconduct, Misreporting, Pay for performance, SEC enforcement, Securities enforcement, Securities regulation, SOX, SOX Section 304, U.S. federal courts, Whistleblowers