Weekly Roundup: March 17

This roundup contains a collection of the posts published on the Forum during the week of March 17–23, 2017.

Financial Crisis, Corporate Governance, and Bank Capital

Posted by Sanjai Bhagat, University of Colorado Boulder, on Friday, March 17, 2017

Tags: Agency costs, Banks, Capital requirements, CHOICE Act, Dodd-Frank Act, Executive Compensation, Financial crisis, Financial institutions, Financial regulation, Incentives, Leverage, Liquidity, Management, Mortgage lending, Risk oversight, Risk-taking, Systemic risk, Too big to fail

BlackRock’s 2017-2018 Engagement Priorities

Posted by Abe Friedman and Robert McCormick, CamberView Partners, on Friday, March 17, 2017

Tags: BlackRock, Board composition, Boards of Directors, Diversity, Engagement, Environmental disclosure, ESG, Executive Compensation, Institutional Investors, Long-Term value, Proxy season, Proxy voting, Sustainability

Systems-Level Considerations and the Long-Term Investor: Definitions, Examples, and Actions

Posted by Steve Lydenberg, The Investment Integration Project, on Saturday, March 18, 2017

Tags: Accountability, Corporate Social Responsibility, Environmental disclosure, ESG, Financial crisis, Institutional Investors, International governance, Social capital, Social networks, Stewardship, Sustainability, Systemic risk

DOJ’s New Guidance for Compliance Programs

Posted by Ryan Rohlfsen and Amanda Raad, Ropes & Gray LLP, on Sunday, March 19, 2017

Tags: Accounting, Compliance & ethics, Compliance and disclosure interpretation, Corporate culture, DOJ, Internal auditors, Management, Misconduct, Securities enforcement, Securities fraud

Energy Transfer Equity: Importance of Careful Compliance by General Partner with MLP Requirements

Posted by Gail Weinstein & Philip Richter, Fried, Frank, Harris, Shriver & Jacobson LLP, on Monday, March 20, 2017

Tags: Audit committee, Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Fiduciary duties, Institutional Investors, Merger litigation, Mergers & acquisitions, Partnerships, Safe harbor, Shareholder suits

Long-Term Value Begins at the Board

Posted by Ronald P. O’Hanley, State Street Global Advisors, on Monday, March 20, 2017

Tags: Accountability, Boards of Directors, Diversity, Engagement, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Shareholder value, Stewardship, Sustainability

Standing out from the Crowd via Corporate Goodness: Evidence from a Natural Experiment

Posted by Julie Wu, University of Nebraska, on Tuesday, March 21, 2017

Tags: Corporate Social Responsibility, Executive performance, Hedging, Information environment, Management, Peer groups, Regulation SHO, Short sales, Signaling, Social capital

Pre-IPO Pay for Snap’s CEO Evan Spiegel Outpaced Fellow Tech CEOs

Posted by Dan Marcec, Equilar, Inc., on Tuesday, March 21, 2017

Tags: Dual-class stock, Equity-based compensation, Executive Compensation, Incentives, IPOs, Management, Say on pay, Shareholder voting, Tech companies

Gender Diversity at Silicon Valley Public Companies 2016

Posted by David A. Bell and Kristine M. Di Bacco, Fenwick & West LLP, on Tuesday, March 21, 2017

Tags: Board composition, Board dynamics, Director qualifications, Diversity, Management, Public firms, Surveys, Tech companies

Majority Voting: Latest Developments in Canada

Posted by Stephen Erlichman, Fasken Martineau DuMoulin LLP, on Wednesday, March 22, 2017

Tags: Boards of Directors, Canada, International governance, Listing standards, Majority voting, Shareholder voting

The Rise of Settled Proxy Fights

Posted by Jay Frankl and Steve Balet, FTI Consulting, on Wednesday, March 22, 2017

Tags: Boards of Directors, Engagement, Hedge funds, Institutional Investors, Management, Proxy access, Proxy fights, Proxy voting, Settlements, Shareholder activism, Shareholder voting, Short-termism, Succession

Anti-Activist Poison Pills

Posted by Marcel Kahan and Edward Rock, NYU School of Law, on Wednesday, March 22, 2017

Tags: Boards of Directors, Delaware law, Hedge funds, Management, Poison pills, Proxy access, Proxy contests, Proxy voting, Securities regulation, Shareholder activism, Shareholder elections, Shareholder voting, Short-termism, Takeover defenses

Reforming Culture and Conduct in the Financial Services Industry: How Can Lawyers Help?

Posted by Michael Held, Federal Reserve Bank of New York, on Thursday, March 23, 2017

Tags: Accountability, Banks, Compliance & ethics, Corporate culture, Disclosure, Financial institutions, Financial regulation, Inside counsel, Oversight, Whistleblowers

The “Corporate Governance Misalignment” Problem

Posted by David J. Berger, Wilson Sonsini Goodrich & Rosati, on Thursday, March 23, 2017

Tags: Delaware law, Dual-class stock, Economic alignment, Fund managers, Incentives, Innovation, Institutional Investors, Long-Term value, R&D, SEC, Securities regulation, Shareholder value, Short-termism, Tech companies

Weekly Roundup: March 17–23, 2017