Weekly Roundup: April 15–April 21, 2016

Weekly Roundup
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This roundup contains a collection of the posts published on the Forum during the week of April 15, 2016 to April 21, 2016.

Supercharged IPOs: Rent Extraction or Signal of Future Firm Performance?

Posted by Sonja Olhoft Rego, Indiana University, on Friday, April 15, 2016

Tags: Disclosure, Firm performance, Forecasting, Incentives, Information asymmetries, Inside information, Investor protection, IPOs, Offer pricing, Public firms, Signaling, Stock mispricing, Taxation, Underpricing

U.S. Executive Compensation: 2015 Recap, Developments & Trends

Posted by Avrohom Kess & Yafit Cohn, Simpson Thacher & Bartlett LLP, on Friday, April 15, 2016

Tags: Compensation committees, Compensation disclosure, Compensation ratios, Director compensation, Dodd-Frank Act, Equity-based compensation, Executive Compensation, Institutional Investors, Pay for performance, Proxy advisors,Say on frequency, Say on pay, SEC, SEC rulemaking, Securities Regulation

Halliburton II: Presumption of Reliance

Posted by Brad S. Karp, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Saturday, April 16, 2016

Tags: Basic, Class actions, Earnings announcements, Earnings disclosure, Fraud-on-the-Market, Halliburton, Information environment, Market efficiency, PSLRA, Reliance, Restatements, Shareholder suits, Stock mispricing, U.S. federal courts

FinTech: New Regulatory Developments

Posted by Mitchell S. Eitel, Sullivan & Cromwell LLP, on Sunday, April 17, 2016

Tags: Banks, Blockchain, CFPB, Consumer protection, Cybersecurity, Financial institutions, Financial Regulation, Financial Technology, Innovation, No-action letters, OCC, Oversight, Risk management, Tech companies

Rationalizing the Dodd-Frank Clawback

Posted by Jesse Fried, Harvard Law School, on Monday, April 18, 2016

Tags: Accounting, Clawbacks, Compensation disclosure, Compensation regulation, Dodd-Frank Act, Executive Compensation, Executive performance, Financial reporting, Incentives, Management, Misconduct, Misreporting,Reporting regulation, Restatements, SEC, SEC rulemaking, SOX, SOX Section 304

13 Observations about the SEC’s Enforcement Program

Posted by Jonathan N. Eisenberg, K&L Gates LLP, on Monday, April 18, 2016

Tags: Broker-dealers, Disgorgement, Investment advisers, Investor protection, Misconduct, SEC, SEC enforcement, SEC investigations, Securities damages, Securities enforcement, Securities Regulation, Whistleblowers

M&A Agreements and the Challenges of PRC Acquirors

Posted by Ethan A. Klingsberg, Cleary Gottlieb Steen & Hamilton LLP, on Monday, April 18, 2016

Tags: Acquisition agreements, Antitrust, Arbitration, Break fees, China, Contracts, Cross-border transactions, Deal protection, International governance, Jurisdiction, Leveraged acquisitions, Merger litigation, Mergers & acquisitions,Private Equity, Special purpose vehicles

The Sovereign-Bank Diabolic Loop and ESBies

Posted by Markus Brunnermeier, Princeton University & and Marco Pagano, University of Naples Federico II, on Tuesday, April 19, 2016

Tags: Bailouts, Bank debt, Banks, Bonds, Credit risk, Debt-equity ratio, Defaults, Diversification, EU, Europe, Financial Crisis, Financial Regulation, Liquidity, Sovereign debt, Systemic risk

Reallocating State Pension Liabilities to Cities and Beyond

Posted by Alicia H. Munnell and Jean-Pierre Aubry, Boston College Center for Retirement Research, onTuesday, April 19, 2016

Tags: Accounting, Accounting standards, Debt, Debt-equity ratio, Disclosure, Financial reporting, GASB, Jurisdiction,Pension funds, Public finance, Retirement plans

Changes to CalPERS Global Governance Principles

Posted by Pamela L. Marcogliese, Cleary Gottlieb Steen & Hamilton LLP, on Tuesday, April 19, 2016

Tags: Board composition, Board dynamics, Board independence, Board turnover, Boards of Directors, CalPERS,Director qualifications, Disclosure, Diversity, Entrenchment, Institutional Investors, Pension funds, Regulation S-K,Shareholder voting, Succession

Aligning the Interests of Credit Rating Agencies, Proxy Advisors, and Investors

Posted by Asaf Eckstein, Bar-Ilan University, on Wednesday, April 20, 2016

Tags: Accountability, Agency costs, Agency model, Behavioral finance, Bonds, Equity-based compensation, Incentives,Institutional Investors, Investor protection, Moral hazard, Proxy advisors, Ratings agencies, Skin in the game, Systemic risk, Transparency

SEC Guidance on Proxy Proposal C&DI

Posted by Stuart H. Gelfond, Fried, Frank, Harris, Shriver & Jacobson LLP, on Wednesday, April 20, 2016

Tags: Charter & bylaws, Compliance and disclosure interpretation, Proxy disclosure, Proxy season, Proxy voting, Rule 14a-4, Rule 14a-8, SEC, Securities Regulation, Shareholder proposals, Shareholder voting

U.S. Taxation of Related Party Debt: New Proposed Regulations

Posted by David P. Hariton, Sullivan & Cromwell LLP, on Wednesday, April 20, 2016

Tags: Acquisitions, Cross-border transactions, Debt, Foreign firms, Interest, International governance, Inversions, IRS,Mergers & acquisitions, Recapitalization, Subsidiaries, Tax avoidance, Taxation, Treasury Department

Market Abuse in Europe: Market Sounding and “The Matrix”

Posted by Marco Ventoruzzo, Bocconi University and Pennsylvania State University, on Thursday, April 21, 2016

Tags: Compliance and disclosure interpretation, Disclosure, EU, Europe, European Court of Justice, Information asymmetries, Information environment, Inside information, Insider trading, International governance, Liability standards,Securities Regulation

Department of Labor’s Final Rule on “Fiduciary” Definition

Posted by Annette L. Nazareth, Davis Polk & Wardwell LLP, on Thursday, April 21, 2016

Tags: Conflicts of interest, Contracts, Disclosure, DOL, ERISA, Fiduciary duties, Financial Regulation, Information asymmetries, Internal Revenue Code, Investment advisers, Investor protection, Pension funds, Retirement plans

In re EZCORP: Entire Fairness Framework and Independent Boards

Posted by Warren S. de Wied, Fried, Frank, Harris, Shriver & Jacobson LLP, on Thursday, April 21, 2016

Tags: Board independence, Boards of Directors, Business judgment rule, Conflicts of interest, Controlling shareholders,Delaware cases, Delaware law, Derivative suits, Fairness review, Fiduciary duties, IPO Spinning, Merger litigation,Mergers & acquisitions, Related party transactions, Shareholder suits, Spinoffs, Tunneling