Weekly Roundup: February 26-March 3

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This roundup contains a collection of the posts published on the Forum during the week of February 26, 2016 to March 3, 2016.

2015 CPA-Zicklin Index of Corporate Political Disclosure

Posted by Bruce F. Freed, Center for Political Accountability, on Friday, February 26, 2016

Tags: Accountability, Citizens United v. FEC, Disclosure, Engagement, Lobbying, Political spending, Surveys,Transparency

Osborne Should Think Again On His Bank Surcharge

Posted by Mark Roe, Harvard Law School, on Friday, February 26, 2016

Tags: Bank debt, Bank taxes, Banks, Capital structure, Debt-equity ratio, Equity capital, Europe, Financial Regulation,Incentives, International governance, Prudence, Risk-taking, Taxation, UK

Down-Round Financings and Outstanding Equity Compensation

Posted by Kyoko Lin, Davis Polk & Wardwell LLP, on Saturday, February 27, 2016

Tags: Accounting, Capital formation, Equity-based compensation, Executive Compensation, Firm valuation, Management,Private firms, Repricings, Stock option exchanges, Stock options, Taxation, Tech companies, Underwater options, Venture capital firms

Remarks of SEC Chair on Small and Emerging Companies

Posted by Mary Jo White, U.S. Securities & Exchange Commission, on Sunday, February 28, 2016

Tags: Accredited investors, Capital formation, Compliance and disclosure interpretation, Crowdfunding, Disclosure, IPOs,JOBS Act, Rule 147, SEC, Securities Regulation, Small firms

Servants of Two Masters? The Feigned Hysteria Over Activist-Paid Directors

Posted by Yaron Nili, Harvard Law School, on Monday, February 29, 2016

Tags: Board dynamics, Board independence, Boards of Directors, Director compensation, Firm performance, Golden leashes, Hedge funds, Incentives, Investor horizons, Listing standards, Pay for performance, Shareholder activism,Shareholder voting, Short-termism

EGC Corporate Governance Practices Survey

Posted by Anna T. Pinedo, Morrison & Foerster LLP, on Monday, February 29, 2016

Tags: Boards of Directors, Charter & bylaws, Disclosure, Emerging markets, Foreign firms, IPOs, JOBS Act, REITs, SEC,Securities Regulation, Small firms, Surveys

Optimal Inside Debt Compensation and the Value of Equity and Debt

Posted by Shane Johnson, Texas A&M University, on Tuesday, March 1, 2016

Tags: Compensation ratios, Debt-like compensation, Executive Compensation, Incentives, Leverage, Management, Rent-seeking, Risk

Developments in Corporate Governance and M&A Law in 2015

Posted by Jason M. Halper, Orrick, Herrington & Sutcliffe LLP, on Tuesday, March 1, 2016

Tags: Board independence, Boards of Directors, Charter & bylaws, Conflicts of interest, Delaware cases, Delaware law,Disclosure, Fairness review, Financial advisers, Firm valuation, Forum selection, Inversions, Liability standards, Merger litigation, Mergers & acquisitions, SEC rulemaking, Securities Regulation, Settlements, Tax avoidance

Demise of the Small IPO and the Investing Preferences of Mutual Funds

Posted by Robert Bartlett & Steven Davidoff Solomon, UC Berkeley School of Law, on Wednesday, March 2, 2016

Tags: Asset management, Financial Crisis, Institutional Investors, IPOs, Liquidity, Mutual funds, Risk, Risk management,Shocks, Small firms

Accountability and the Pursuit of SEC Clawback Actions

Posted by Joseph A. Hall, Davis Polk & Wardwell LLP, on Wednesday, March 2, 2016

Tags: Accountability, Bonuses, CFOs, Clawbacks, Compliance & ethics, Dodd-Frank Act, Executive Compensation,Management, Misconduct, Restatements, SEC, SEC enforcement, Securities enforcement, Securities Regulation, SOX,SOX Section 304

Federal Guidance on the Cybersecurity Information Sharing Act of 2015

Posted by Brad S. Karp, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Thursday, March 3, 2016

Tags: CISA, Compliance and disclosure interpretation, Cybersecurity, Director liability, Disclosure, DOJ, Fiduciary duties,Liability standards, Privacy, Risk, Risk management, Securities Regulation

Compensation Disclosure in the Upcoming Proxy and CD&A

Posted by John R. Ellerman, Pay Governance LLC, on Thursday, March 3, 2016

Tags: CD&A, Compensation committees, Compensation disclosure, Disclosure, Engagement, Equity-based compensation, Executive Compensation, Incentives, Management, Proxy disclosure, Proxy season, Proxy voting