Weekly Roundup: December 2–December 8, 2016

This roundup contains a collection of the posts published on the Forum during the week of December 2–December 8, 2016.

Why Enron Remains Relevant

Posted by Michael W. Peregrine, McDermott Will & Emery LLP, on Friday, December 2, 2016

Tags: Accountability, Accounting, Agency costs, Boards of Directors, Commonsense Principles, Compliance & ethics, Conflicts of interest, Corporate fraud, Enron, Management, Misconduct, Oversight, Sarbanes–Oxley Act, Securities enforcement, Securities fraud, Securities regulation, Whistleblowers

Proxy Access Test Drive Hits a Wall

Posted by Cydney Posner, Cooley LLP, on Friday, December 2, 2016

Tags: Boards of Directors, Charter & bylaws, Disclosure, Hedge funds, Proxy access, Schedule 13D, Schedule 13G, Shareholder activism, Shareholder elections, Shareholder nominations, Shareholder proposals

The Case Against Fiduciary Entity Veil Piercing

Posted by Mohsen Manesh, University of Oregon, on Saturday, December 3, 2016

Tags: Beneficial owners, Boards of Directors, Conflicts of interest, Contracts, Corporate liability, Corporate veil, Delaware cases, Delaware law, Director liability, Fiduciary duties, Liability standards, Partnerships

Taxing Top CEO Incomes

Posted by Laurence Ales and Christopher M. Sleet, Carnegie Mellon University, on Sunday, December 4, 2016

Tags: Executive Compensation, Executive performance, Executive value, Labor markets, Management, Market efficiency, Shareholder value, Taxation

Insider Trading Flaw: Toward a Fraud-on-The-Market Theory and Beyond

Posted by Kenneth R. Davis, Fordham University, on Monday, December 5, 2016

Tags: Fiduciary duties, Fraud-on-the-Market, Information asymmetries, Inside information, Insider trading, Section 10(b), Securities enforcement, Securities regulation, Supreme Court

CEO Duality, Agency Costs, and Internal Capital Allocations

Posted by Dennis Philip, Durham University, on Monday, December 5, 2016

Tags: Agency costs, Agency model, Board independence, Boards of Directors, Capital allocation, Executive Compensation, Firm valuation, Incentives, Management, Managerial style, Risk, Shareholder proposals

End of the First Proxy Access Campaign

Posted by David C. Karp and Sabastian V. Niles, Wachtell, Lipton, Rosen & Katz, on Monday, December 5, 2016

Tags: Boards of Directors, Charter & bylaws, Director nominations, Disclosure, Hedge funds, Proxy access, Rule 14a-8, Schedule 13D, Schedule 13G, Shareholder activism, Shareholder nominations, Shareholder proposals, Shareholder voting

Competition and Stability in Banking: The Role of Regulation and Competition Policy

Posted by Xavier Vives, IESE Business School, on Tuesday, December 6, 2016

Tags: Banks, Deregulation, Financial crisis, Financial institutions, Financial regulation, Investor protection, Prudence, Risk-taking, Securities regulation, Systemic risk, Too big to fail

Building the Strategic-Asset Board

Posted by Robyn Bew, National Association of Corporate Directors , on Tuesday, December 6, 2016

Tags: Board communication, Board composition, Board evaluation, Board leadership, Board performance, Board tenure, Board turnover, Boards of Directors, Director nominations, Director qualifications, Engagement, Transparency

The HLS Forum Celebrates Its Tenth Anniversary

Posted by HLS Forum on Corporate Governance and Financial Regulation, on Tuesday, December 6, 2016

Tags:

Price and Probability: Decomposing the Takeover Effects of Anti-Takeover Provisions

Posted by Vicente Cuñat, London School of Economics & Political Science, on Wednesday, December 7, 2016

Tags: Acquisition premiums, Antitakeover, Decision making, Mergers & acquisitions, Shareholder proposals, Shareholder value, Shareholder voting, Takeover defenses, Takeover premiums, Takeovers, Target firms

Ten Key Implications of Donald Trump’s Electoral Victory for Financial and Securities Regulation

Posted by Dan Ryan, PricewaterhouseCoopers LLP, on Wednesday, December 7, 2016

The Future of Sustainability Disclosure: What Remains Unchanged in an Environment of Regulatory Uncertainty?

Posted by Elisse B. Walter, Formerly U.S. Securities and Exchange Commission, on Wednesday, December 7, 2016

Tags: Capital markets, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Financial reporting, Information environment, Regulation S-K, Reporting regulation, SEC, Securities regulation, Sustainability

The Dark Side of Blockholder Philanthropy

Posted by Thomas Shohfi, Rensselaer Polytechnic Institute; and Roger M. White, Arizona State University, on Thursday, December 8, 2016

Tags: Agency costs, Behavioral finance, Blockholders, Charitable spending, Corporate culture, Corporate Social Responsibility, Long-Term value, Management, Market reaction, Microsoft, Oversight, Philanthropy, Profitability, Shareholder value, Signaling

U.S. Supreme Court Rules for Prosecutors in Insider Trading Case

Posted by Brad S. Karp, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Thursday, December 8, 2016

Tags: Disclosure, Information environment, Inside information, Insider trading, Management, SEC, SEC enforcement, Social networks, Supreme Court, U.S. federal courts

Some Thoughts for Boards of Directors in 2017

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Thursday, December 8, 2016

Tags: Bebchuk-Brav-Jiang study, Boards of Directors, Brokaw Act, Commonsense Principles, Engagement, Hedge funds, Institutional Investors, Long-Term value, Oversight, Proxy access, Proxy Advisory Reform Act, Shareholder activism, Shareholder value, Short-termism, Transparency