Weekly Roundup: March 4-March 10

Weekly Roundup
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This roundup contains a collection of the posts published on the Forum during the week of March 4, 2016 to March 10, 2016.

SEC Responses to Challenged Proxy Access Proposals

Posted by Avrohom J. Kess & Yafit Cohn, Simpson, Thacher & Bartlett LLP, on Friday, March 4, 2016

Tags: Boards of Directors, Charter & bylaws, Director nominations, No-action letters, Proxy access, Proxy voting, Rule 14a-8, SEC, Securities Regulation, Shareholder nominations, Shareholder proposals, Shareholder voting

Remarks at ABS Vegas 2016

Posted by Michael S. Piwowar, U.S. Securities & Exchange Commission, on Saturday, March 5, 2016

Tags: Asset-backed securities, Credit risk, Dodd-Frank Act, EU, Europe, International governance, Investor protection,Risk management, Risk oversight, SEC, Securities Regulation, Securitization, Transparency

NYSE Rule on Reporting by Foreign Private Issuers

Posted by Stuart H. Gelfond, Fried, Frank, Harris, Shriver & Jacobson LLP, on Sunday, March 6, 2016

Tags: Accounting, Compliance and disclosure interpretation, Filings, Financial reporting, Foreign issuers, Form 6-K,Investor protection, Listing standards, NYSE, Reporting regulation, SEC, Securities Regulation

Tenure Voting and the U.S. Public Company

Posted by David J. Berger, Wilson Sonsini Goodrich & Rosati, on Monday, March 7, 2016

Tags: Capital structure, Dual-class stock, Incentives, IPOs, Long-Term Value, Ownership, Public firms, Shareholder activism, Shareholder rights, Shareholder voting, Short-termism

FdG Logistics: Merger Anti-Reliance Provisions

Posted by Steven J. Steinman, Fried, Frank, Harris, Shriver & Jacobson LLP, on Monday, March 7, 2016

Tags: Acquisition agreements, Contracts, Delaware cases, Delaware law, Due diligence, Liability standards, Merger litigation, Mergers & acquisitions, Negotiation, Reliance

Conflicted Voting by Shareholders in Hostile M&A Deals

Posted by Matteo Gatti, Rutgers Law School, on Tuesday, March 8, 2016

Tags: Acquisitions, Bidders, Boards of Directors, Conflicts of interest, Delaware articles, Delaware law, Hostile takeover,Mergers & acquisitions, Poison pills, Proxy fights, Shareholder voting, Takeover defenses, Takeovers, Tender offer

Chancery Court Criteria for Determining “Control”

Posted by Jason M. Halper, Orrick, Herrington & Sutcliffe LLP, on Tuesday, March 8, 2016

Tags: Blockholders, Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Dilution, Duty of loyalty, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Minority shareholders, Private Equity,Shareholder suits

Do Compensation Disclosures Matter for Say-on-Pay Voting?

Posted by Lakshmanan Shivakumar, London Business School, on Wednesday, March 9, 2016

Tags: Compensation disclosure, Disclosure, Engagement, Executive Compensation, Executive performance, ISS,Management, Proxy materials, Regulation S-K, Say on pay, SEC, Shareholder voting

The New Paradigm for Corporate Governance

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Wednesday, March 9, 2016

Tags: Board monitoring, Board performance, Boards of Directors, Firm performance, Incentives, Institutional Investors,Investor horizons, Long-Term Value, Management, Shareholder activism, Short-termism, SSgA

Obstructing Shareholder Coordination in Hedge Fund Activism

Posted by Nicole Boyson, Northeastern University, on Thursday, March 10, 2016

Tags: Antitakeover, Blockholders, Boards of Directors, Hedge funds, Long-Term Value, Poison pills, Proxy fights,Shareholder activism, Shareholder communications, Shareholder power, Shareholder value, Short-termism, Takeover defenses

Facebook Settlement: Litigation Over Director Compensation

Posted by David E. Gordon, Frederic W. Cook & Co., Inc., on Thursday, March 10, 2016

Tags: Agency costs, Boards of Directors, Derivative suits, Director compensation, Discovery, Equity-based compensation,Executive Compensation, Fiduciary duties, Peer groups, Say on pay, Settlements, Shareholder suits