Weekly Roundup: April 14–April 20, 2017

This roundup contains a collection of the posts published on the Forum during the week of April 14–April 20, 2017.

The Law and Brexit XI

Posted by Thomas J. Reid, Davis Polk & Wardwell LLP, on Friday, April 14, 2017

Tags: Banks, Brexit, Corporate forms, Cross-border transactions, EU, Europe, Financial institutions, Financial regulation, International governance, Jurisdiction, Mergers & acquisitions, Securities regulation, UK

The Conflict Minerals Rule—Litigation Is Over, But the Drama Continues

Posted by Michael R. Littenberg, Ropes & Gray LLP, on Friday, April 14, 2017

Tags: Accounting, Compliance & ethics, Compliance and disclosure interpretation, Conflict minerals, Corporate Social Responsibility, Disclosure, Dodd-Frank Act, International governance, SEC, SEC rulemaking, Securities regulation, U.S. federal courts

Lowering the Bar on Bad Faith Claims in MLP Transactions? Brinckerhoff v. Enbridge Energy

Posted by Gail Weinstein & Warren S. de Wied, Fried, Frank, Harris, Shriver & Jacobson LLP, on Saturday, April 15, 2017

Tags: Conflicts of interest, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Liability standards, Mergers & acquisitions, Partnerships, Repurchases, Safe harbor

Do Independent Directors Curb Financial Fraud? The Evidence and Proposals for Further Reform

Posted by Cindy A. Schipani, University of Michigan, on Sunday, April 16, 2017

Tags: Accounting, Agency costs, Board independence, Boards of Directors, Class actions, Corporate fraud, Disclosure, External auditors, Investor protection, Management, Outside directors, Oversight, Sarbanes–Oxley Act, Securities enforcement, Securities fraud, Securities regulation, SOX

From Boardroom to C-Suite: Why Would a Company Pick a Current Director as CEO?

Posted by David F. Larcker & Brian Tayan, Stanford University, on Monday, April 17, 2017

Tags: Board monitoring, Boards of Directors, Executive performance, Executive turnover, Firm performance, Management, Market reaction, Succession

A Synthesized Paradigm for Corporate Governance, Investor Stewardship, and Engagement

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Monday, April 17, 2017

Tags: Board composition, Board performance, Boards of Directors, Commonsense Principles, Engagement, Executive Compensation, Institutional Investors, Long-Term value, Management, Oversight, Shareholder proposals, Shareholder value, Shareholder voting, Stewardship

Mutual Fund Investments in Private Firms

Posted by Michelle Lowry, Drexel University, on Tuesday, April 18, 2017

Tags: Capital formation, Capital markets, Institutional Investors, IPOs, Mutual funds, Private firms, Small firms, Tech companies, Venture capital firms

Securities Class Action Settlements: 2016 Review and Analysis

Posted by Laarni T. Bulan, Cornerstone Research, on Tuesday, April 18, 2017

Tags: Accounting, Class actions, Derivative suits, Disclosure, Institutional Investors, Market reaction, Rule 10b-5, SEC, SEC enforcement, Section 11, Securities damages, Securities enforcement, Securities litigation, Securities regulation, Settlements

Sustainability Matters: Focusing on your Future Today

Posted by Elisse B. Walter, former Chair, U.S. Securities and Exchange Commission, on Tuesday, April 18, 2017

Tags: Accounting, Accounting standards, Canada, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Financial reporting, Institutional Investors, International governance, Long-Term value, Materiality, Oversight, Risk, Risk management, Securities regulation, Sustainability

In Defense of Fairness Opinions: An Empirical Review of Ten Years of Data

Posted by Robert Bartell and Christopher Janssen, Duff & Phelps, on Wednesday, April 19, 2017

Tags: Accounting, Boards of Directors, Fair values, Fairness review, Firm valuation, Mergers & acquisitions, Offer pricing, Small firms

Behavioral Implications of the CEO-Employee Pay Ratio

Posted by Lynne L. Dallas, University of San Diego, on Wednesday, April 19, 2017

Tags: Behavioral finance, Boards of Directors, Compensation disclosure, Compensation ratios, Corporate culture, Dodd-Frank Act, Dodd-Frank s.953, Executive Compensation, Management, Managerial style, Say on pay, SEC, Securities regulation, Shareholder value

Do Staggered Boards Affect Firm Value?

Posted by Steven Davidoff Solomon, UC Berkeley School of Law, on Thursday, April 20, 2017

Tags: Antitakeover, Boards of Directors, Charter & bylaws, Classified boards, Entrenchment, Firm valuation, Hostile takeover, Mergers & acquisitions, Poison pills, Proxy contests, Shareholder value, Shareholder voting, Staggered boards, Takeover defenses

The Power of Corwin Continues in Saba Software

Posted by Gail Weinstein & Warren S. de Wied, Fried, Frank, Harris, Shriver & Jacobson LLP, on Thursday, April 20, 2017

Tags: Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Disclosure, Duty of loyalty, Fiduciary duties, Merger litigation, Mergers & acquisitions, Restatements, Securities fraud, Shareholder voting