Weekly Roundup: December 16–December 22, 2016

Weekly Roundup
More from:

This roundup contains a collection of the posts published on the Forum during the week of December 16–December 22, 2016.

Nasdaq and NYSE Guidance on Equity Plan Amendments Increasing Share Withholding

Posted by David M. Kaplan and Andrew J. Rudolph, Pepper Hamilton LLP, on Friday, December 16, 2016

Tags: Accounting standards, Compensation committees, Compensation guidelines, Compensation regulation, Equity-based compensation, Executive Compensation, Listing standards, NASDAQ, NYSE, Shareholder rights, Shareholder voting, Taxation

Protecting Financial Cyberspace

Posted by Sarah Bloom Raskin, U.S. Department of the Treasury, on Friday, December 16, 2016

Tags: Accounting, Cybersecurity, Financial institutions, Financial regulation, Financial technology, Global Settlement, International governance, PCAOB, Risk management, Risk oversight, Systemic risk

EU Proposed Intermediate Holding Company Requirements for Non-EU Banks and Broker-Dealers

Posted by Derek M. Bush and Michael H. Krimminger, Cleary Gottlieb Steen & Hamilton LLP, on Saturday, December 17, 2016

Tags: Banks, Broker-dealers, Capital requirements, EU, Europe, Financial institutions, Financial regulation, Foreign banks, International governance, Liquidity, Recovery & resolution plans, Systemic risk

CFPB Guidance for Oversight Over Sales and Other Incentives

Posted by Brad S. Karp, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Sunday, December 18, 2016

Tags: Board monitoring, Boards of Directors, CFPB, Compliance & ethics, Corporate culture, Financial regulation, Incentives, Management, Misconduct, Oversight, Risk-taking, Transparency, Wells Fargo

The Wells Fargo Cross-Selling Scandal

Posted by Brian Tayan, Stanford Graduate School of Business, on Monday, December 19, 2016

Tags: Accountability, Bank boards, Banker bonuses, Banks, Boards of Directors, Clawbacks, Compliance & ethics, Corporate culture, Executive Compensation, Incentives, Management, Managerial style, Misconduct, Oversight, Reputation, Risk, Risk management, Wells Fargo

The Year in Review: SEC Enforcement Actions Against Investment Advisers

Posted by Jonathan N. Eisenberg, K&L Gates LLP, on Monday, December 19, 2016

Tags: Accounting, Asset management, Broker-dealers, Conflicts of interest, Disclosure, Dodd-Frank Act, FCPA, Fiduciary duties, Hedge funds, Insider trading, Investment advisers, Private equity, SEC, SEC enforcement, Securities enforcement

A New Administration: Change and Continuity in Securities Regulation

Posted by William McLucas & Harry Weiss, Wilmer Cutler Pickering Hale and Dorr LLP, on Monday, December 19, 2016

Director Connections in the Mutual Fund Industry

Posted by Paul Calluzzo, Queen’s University, on Tuesday, December 20, 2016

Tags: Board independence, Boards of Directors, Conflicts of interest, Director qualifications, Fiduciary duties, Fund performance, Information asymmetries, Information environment, Mutual funds, Oversight, Social capital, Social networks

Smoothing the Pathway to Use of Tender Offers in Private Equity Acquisitions

Posted by Neil R. Markel, Cleary Gottlieb Steen & Hamilton LLP, on Tuesday, December 20, 2016

Tags: Acquisitions, Delaware law, DGCL, Leveraged acquisitions, Mergers & acquisitions, Minority shareholders, Private equity, Securities regulation, Target firms, Tender offer

Ten Strategic Building Blocks for Shareholder Activism Preparedness

Posted by Merritt Moran, FTI Consulting, on Tuesday, December 20, 2016

Tags: Arbitrage, Boards of Directors, Charter & bylaws, Disclosure, Engagement, Hedge funds, Information environment, Institutional Investors, Mergers & acquisitions, Proxy contests, Securities regulation, Shareholder activism, Shareholder nominations, Shareholder proposals, Shareholder suits, Takeover defenses, Transparency

Tags: Corporate Social Responsibility, Environmental disclosure, ESG, Firm valuation, Institutional Investors, Institutional monitoring, Market efficiency, Ownership, Profitability, Public perception, Reputation, Risk management, Risk-taking, Shareholder value, Stock analysts, Sustainability

Proxy Advisors and Investors Prep for 2017 Proxy Season

Posted by Shirley Westcott, Alliance Advisors LLC, on Thursday, December 22, 2016

Think Twice Before Settling With An Activist

Posted by Kai Haakon E. Liekefett, Vinson & Elkins LLP, on Thursday, December 22, 2016

Tags: Agency costs, Boards of Directors, Duty of loyalty, Engagement, Golden leashes, Hedge funds, Incentives, Institutional Investors, Investor horizons, Long-Term value, Proxy contests, Proxy fights, Settlements, Shareholder activism, Shareholder value, Short-termism, Target firms

Weekly Roundup: December 16–December 22, 2016

Nasdaq and NYSE Guidance on Equity Plan Amendments Increasing Share Withholding

Protecting Financial Cyberspace

EU Proposed Intermediate Holding Company Requirements for Non-EU Banks and Broker-Dealers

CFPB Guidance for Oversight Over Sales and Other Incentives

The Wells Fargo Cross-Selling Scandal

The Year in Review: SEC Enforcement Actions Against Investment Advisers

A New Administration: Change and Continuity in Securities Regulation

Director Connections in the Mutual Fund Industry

Smoothing the Pathway to Use of Tender Offers in Private Equity Acquisitions

Ten Strategic Building Blocks for Shareholder Activism Preparedness

The American Prosperity Project

Friends in the Right Places: The Effect of Political Connections on Mergers

Universal Proxy Unlikely to be Adopted (and Would Have Little Effect Anyway)

Corporate Environmental Policy and Shareholder Value: Following the Smart Money

Proxy Advisors and Investors Prep for 2017 Proxy Season

Think Twice Before Settling With An Activist

Subscribe or Follow

Program on Corporate Governance Advisory Board

HLS Faculty & Senior Fellows