Weekly Roundup: November 11–November 17, 2016

Weekly Roundup
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This roundup contains a collection of the posts published on the Forum during the week of November 11–November 17, 2016.

Stealing Deposits: Deposit Insurance, Risk-Taking and the Removal of Market Discipline in Early 20th Century Banks

Posted by Charles W. Calomiris, Columbia Business School and Matthew Jaremski, Colgate University, on Friday, November 11, 2016

Tags: Banks, Deposit insurance, Depository banking, FDIC, Financial crisis, Financial regulation, Insurance, Liquidity, Moral hazard, Risk-taking, Systemic risk

Banking Agencies’ Proposed Cybersecurity Regulations

Posted by Joseph P. Vitale, Schulte Roth & Zabel LLP, on Friday, November 11, 2016

Tags: Banks, Cybersecurity, FDIC, Federal Reserve, Financial institutions, Financial regulation, Financial technology, High-frequency trading, OCC, Risk management, Risk oversight, Systemic risk

Changes and Challenges in the SEC’s ALJ Proceedings

Posted by Breon S. Peace and Elizabeth Vicens, Cleary Gottlieb Steen & Hamilton LLP, on Saturday, November 12, 2016

Tags: Dodd-Frank Act, SEC, SEC enforcement, Securities enforcement

Do Underwriters Compete in IPO Pricing?

Posted by Evgeny Lyandres, Boston University, on Sunday, November 13, 2016

Tags: Banks, Collusion, Firm valuation, Foreign banks, Investment banking, IPOs, Offer pricing, Public firms, Underwriting

ETF Trading and Informational Efficiency of Underlying Securities

Posted by Lawrence R. Glosten, Columbia Business School, and Suresh Nallareddy, Duke University, on Monday, November 14, 2016

Tags: Asset management, Capital markets, Financial institutions, Firm performance, Information asymmetries, Information environment, Investment banking, Market efficiency, Stock analysts, Stock mispricing

Bridging the GAAP/Non-GAAP Gap

Posted by Judy McLevey, The Conference Board, on Monday, November 14, 2016

Tags: Accounting standards, Audit committee, Commonsense Principles, Compliance and disclosure interpretation, Disclosure, Financial reporting, GAAP, SEC, Securities regulation

ISS Pay-for-Performance Methodology Updates

Posted by Sean Quinn, Institutional Shareholder Services Inc., on Monday, November 14, 2016

Tags: Canada, Europe, Executive Compensation, Executive performance, Executive value, Financial reporting, Firm performance, Institutional Investors, International governance, ISS, Pay for performance, Peer groups, Proxy advisors, Proxy season, Proxy voting, Shareholder value

Cyber-Risk Disclosure: Who Cares?

Posted by Gilles Hilary, Georgetown University, on Tuesday, November 15, 2016

Tags: Cybersecurity, Disclosure, Form 10-K, Information environment, Management, Market efficiency, Market reaction, Privacy, Risk management, Risk oversight, SEC, Securities regulation

Anti-Activist Legislation: The Curious Case of the Brokaw Act

Posted by Alon Brav, Duke University, on Tuesday, November 15, 2016

Tags: Beneficial owners, Brokaw Act, Disclosure, Hedge funds, Long-Term value, Rule 13d-1, Schedule 13D, Securities regulation, Shareholder activism, Shareholder value, Short-termism

GAMCO’s First Use of Proxy Access and “Fix-It” Proposals

Posted by Lyuba Goltser and Ellen Odoner, Weil, Gotshal & Manges LLP, on Tuesday, November 15, 2016

Tags: Beneficial owners, Boards of Directors, Charter & bylaws, Glass Lewis, Institutional Investors, ISS, No-action letters, Proxy access, Proxy advisors, Proxy voting, Rule 14a-8, Shareholder nominations, Shareholder proposals, Shareholder voting

The Spotlight on Boards 2017

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Tuesday, November 15, 2016

Tags: Accountability, Board independence, Boards of Directors, Corporate culture, Engagement, Executive Compensation, Incentives, Institutional Investors, Management, Risk management, Shareholder suits

Examining the SEC’s Agenda, Operations, and FY 2018 Budget Request

Posted by Mary Jo White, U.S. Securities and Exchange Commission, on Tuesday, November 15, 2016

Tags: Accounting, Asset management, Capital formation, Compliance and disclosure interpretation, Cybersecurity, Derivatives, Dodd-Frank Act, FAST Act, Financial technology, Investor protection, JOBS Act, Misconduct, Oversight, Risk oversight, SEC, Securities enforcement, Securities regulation, Swaps, Whistleblowers

Actual Share Repurchases, Price Efficiency, and the Information Content of Stock Prices

Posted by Stefan Obernberger, Erasmus University Rotterdam and Pascal Busch, University of Mannheim, on Wednesday, November 16, 2016

Tags: Capital markets, Incentives, Information environment, Liquidity, Management, Market efficiency, Repurchases, Risk, Securities regulation, Stock mispricing, Stock options, Stock performance, Stock returns

Do Delaware CEOs Get Fired?

Posted by Adam Pritchard, University of Michigan, and Murali Jagannathan, SUNY Binghamton, on Thursday, November 17, 2016

Tags: Accountability, Board monitoring, Boards of Directors, Charter & bylaws, Delaware articles, Delaware law, Director liability, Entrenchment, Executive performance, Executive turnover, Forum selection, Incorporations, Institutional monitoring, Liability standards, Management, Ownership structure, Securities regulation, State law

Books-A-Million Demonstrates the Power of MFW

Posted by Steven Epstein and Gail Weinstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on Thursday, November 17, 2016

Tags: Boards of Directors, Business judgment rule, Change in control, Compliance & ethics, Delaware cases, Delaware law, Director liability, Duty of good faith, Duty of loyalty, Fairness review, Fiduciary duties, Going private, Merger litigation, Mergers & acquisitions, Solicitation

Glass Lewis Comments to the SEC on Regulation S-K

Posted by Robert McCormick, Glass, Lewis & Co., on Thursday, November 17, 2016

Tags: Accounting standards, Beneficial owners, Board composition, Board independence, Boards of Directors, Compensation disclosure, Director qualifications, Disclosure, Diversity, Engagement, Executive Compensation, Investor protection, Management, Proxy advisors, Regulation S-K, Reporting regulation, Securities regulation, Shareholder voting, Transparency