Weekly Roundup: September 23–September 29, 2016

Weekly Roundup
More from:

This roundup contains a collection of the posts published on the Forum during the week of September 23–September 29, 2016

The Board’s Role in FCPA Compliance

Posted by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, September 23, 2016

Tags: Anti-corruption, Board communication, Board leadership, Boards of Directors, Compliance & ethics, Corporate culture, Engagement, FCPA, International governance, Misconduct, Oversight, Reputation, Risk oversight, Securities regulation

Securities Regulation in the Interconnected, Global Marketplace

Posted by Mary Jo White, U.S. Securities and Exchange Commission, on Friday, September 23, 2016

Tags: Anti-corruption, Asset management, Cross-border transactions, Cybersecurity, Disclosure, Exchange-traded funds,FCPA, International governance, Liquidity, Mutual funds, Oversight, SEC, SEC enforcement, Securities enforcement,Securities regulation

NYDFS Proposed Cybersecurity Regulation for Financial Services Companies

Posted by Joseph Vitale, Schulte Roth & Zabel LLP, on Saturday, September 24, 2016

Tags: Accountability, Banks, Consumer protection, Cybersecurity, Disclosure, Financial institutions, Financial regulation,New York, Privacy, Risk, Risk management, Securities regulation, State law

Do Firms Engage in Risk-Shifting? Empirical Evidence

Posted by Erik Gilje, The Wharton School, on Sunday, September 25, 2016

Tags: Agency costs, Bank debt, Bankruptcy, Behavioral finance, Debt-equity ratio, Decision making, Distressed companies, Incentives, Leverage, Risk, Risk-taking

Beyond Dirks: Gratuitous Tipping and Insider Trading

Posted by Donna M. Nagy, Indiana University, on Monday, September 26, 2016

Tags: Compliance & ethics, Duty of loyalty, Exchange Act, Fiduciary duties, Inside information, Insider trading, Liability standards, Regulation FD, Rule 10b-5, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation,Securities regulation, STOCK Act, Supreme Court

How to Disclose a Cybersecurity Event: Recent Fortune 100 Experience

Posted by Luke Dembosky and Jeremy Feigelson, Debevoise & Plimpton LLP, on Monday, September 26, 2016

Tags: Accountability, Cybersecurity, Disclosure, Filings, Financial reporting, Form 8-K, Regulation FD, Risk disclosure,Risk management, SEC, Shareholder communications

The Regulation of Proxy Advisory Firms

Posted by Ken Bertsch, Council of Institutional Investors, on Monday, September 26, 2016

Tags: Corporate Governance Reform and Transparency Act, Glass Lewis, H.R. 5311, Institutional Investors, ISS, Pension funds, Proxy advisors, Proxy season, Proxy voting, SEC, Securities regulation, Shareholder voting

Political Connections and the Informativeness of Insider Trades

Posted by David F. Larcker, Stanford University, and Daniel J. Taylor, The Wharton School, on Tuesday, September 27, 2016

Tags: Banks, Compliance & ethics, Financial crisis, Financial institutions, Information asymmetries, Information environment, Inside information, Insider trading, Social capital, Social networks, TARP

Costs and Benefits of Concentrated Ownership and Control

Posted by Albert H. Choi, University of Virginia Law School, on Tuesday, September 27, 2016

Tags: Behavioral finance, Controlling shareholders, Dual-class stock, Firm performance, Incentives, Long-Term value,Minority shareholders, Ownership structure, Private benefits of control, Reputation, Shareholder value, Short-termism

The Federal Reserve’s De-Risking of Merchant Banking and Commodities Activities

Posted by Arthur Long and James Springer, Gibson, Dunn & Crutcher LLP, on Tuesday, September 27, 2016

Tags: Bank Holding Company Act, Banks, Commodities, Dodd-Frank Act, FDIC, Federal Reserve, FHCs, Financial institutions, Financial reform, Financial regulation, Liability standards, OCC, Risk, Systemic risk, Volcker Rule

Hostile Resistance to Hedge Fund Activism

Posted by Nicole Boyson and Pegaret Pichler, Northeastern University, on Wednesday, September 28, 2016

Tags: Antitakeover, Bebchuk-Brav-Jiang study, Boards of Directors, Firm performance, Fund managers, Hedge funds,Long-Term value, Management, Ownership, Poison pills, Proxy fights, Shareholder activism, Shareholder communications, Short-termism, Takeover defenses, Target firms

Do Heterogeneous Firms Select Their Right “Size” of Corporate Governance Arrangements?

Posted by Michal Barzuza, University of Virginia School of Law, on Wednesday, September 28, 2016

Tags: Agency costs, Board independence, Boards of Directors, Corporate Governance Reform and Transparency Act,Firm performance, H.R. 5311, Majority voting, No-action letters, Proxy access, Proxy advisors, SEC, Securities regulation, Shareholder proposals, Shareholder voting, Small firms, State law

21st Century Markets Need 21st Century Regulation

Posted by J. Christopher Giancarlo, U.S. Commodity Futures Trading Commission, on Wednesday, September 28, 2016

Tags: Algorithmic trading, Capital markets, CFTC, Commodities, Cybersecurity, Derivatives, Dodd-Frank Act, Financial regulation, Financial technology, Futures, High-frequency trading, Innovation, Regulation AT, Risk, Swaps, Swaps entities, Systemic risk

90 Cents of Every “Pay-for-Performance” Dollar are Paid for Luck

Posted by Moshe Levy, Hebrew University of Jerusalem, on Thursday, September 29, 2016

Tags: Equity-based compensation, Executive Compensation, Executive performance, Executive value, Firm performance,Incentives, Management, Pay for performance, Stock options, Stock returns

Preparing for the 2017 US Proxy and Annual Reporting Season

Posted by Laura D. Richman and Michael L. Hermsen, Mayer Brown LLP, on Thursday, September 29, 2016