Weekly Roundup: May 27–June 2, 2016

This roundup contains a collection of the posts published on the Forum during the week of May 27–June 2, 2016.

SEC Guidance on Non-GAAP Financial Measures

Posted by Howard B. Dicker, Weil, Gotshal & Manges LLP, on Friday, May 27, 2016

Tags: Accounting, Accounting standards, Compliance and disclosure interpretation, Disclosure, Earnings disclosure,Filings, Financial reporting, Form 8-K, GAAP, SEC, Securities regulation

CFPB and Class Action Arbitration

Posted by Brad S. Karp, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Saturday, May 28, 2016

Tags: Accountability, Arbitration, Banks, CFPB, Class actions, Consumer protection, Contracts, Dodd-Frank Act, Financial institutions, Financial regulation

Fed, FDIC, and “Not Credible” Resolution Plans

Posted by Michael Krimminger and Sean O’Neal, Cleary Gottlieb Steen & Hamilton LLP, on Sunday, May 29, 2016

Tags: Bankruptcy, Bankruptcy Code, Banks, FDIC, Federal Reserve, Financial institutions, GAO, Recovery & resolution plans

Stock Repurchases and Persistent Asymmetric Information

Posted by Philip Bond, University of Washington, on Monday, May 30, 2016

Tags: Equilibrium, Equity offerings, Firm valuation, Incentives, Information asymmetries, Information environment, Inside information, Market efficiency, Market reaction, Repurchases, Signaling, Stock performance

Influencing Control: Jawboning in Risk Arbitrage

Posted by Wei Jiang, Columbia University, on Monday, May 30, 2016

Tags: Activist arbitrageurs, Arbitrage, Change in control, Going private, Institutional Investors, Market reaction, Mergers & acquisitions, Risk arbitrage, Shareholder activism

SEC Enforcement Actions against Public Companies and Subsidiaries

Posted by David Marcus and Stephen Choi, Cornerstone Research, on Monday, May 30, 2016

Tags: Disclosure, FCPA, Misreporting, Municipal securities, Pension funds, Public firms, SEC, SEC enforcement,Securities enforcement, Settlements, Subsidiaries

An Examination of Changes in Earnings Management after Receiving SEC Comment Letters

Posted by Scott Johnson, Virginia Tech, on Tuesday, May 31, 2016

Tags: Accounting, Accounting standards, Comment letters, Compliance and disclosure interpretation, Disclosure,Earnings management, Filings, Financial reporting, Investor protection, Oversight, Reporting regulation, SEC, Securities regulation, SOX

Merrill Lynch v. Manning

Posted by Brad S. Karp, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Tuesday, May 31, 2016

Tags: Broker-dealers, Exchange Act, Financial institutions, Jurisdiction, Liability standards, Regulation SHO, SEC,Shareholder suits, Shareholder voting, Short sales, State law, Supreme Court, U.S. federal courts

Holding Activists and Proxy Advisory Firms Accountable?

Posted by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Tuesday, May 31, 2016

Tags: Accountability, Bebchuk-Brav-Jiang study, Brokaw Act, Disclosure, Hedge funds, Lobbying, Long-Term value,Oversight, Proxy advisors, Reporting regulation, Schedule 13D, SEC, Shareholder activism, Shareholder proposals,Shareholder rights, Shareholder value, Short-termism, Transparency

SEC, Financial Reporting, and Financial Fraud

Posted by Rob Carangelo and Paul Ferrillo, Weil, Gotshal & Manges LLP, on Wednesday, June 1, 2016

Tags: Accounting standards, Audit committee, Capital formation, Corporate fraud, CSC, Financial reporting, Firm valuation, GAAP, Innovation, Investor protection, SEC, SEC enforcement, SEC investigations, Securities enforcement,Securities regulation

The Buffett Essays Symposium: Annotated 20th Anniversary Transcript

Posted by Lawrence Cunningham, George Washington University Law School, on Wednesday, June 1, 2016

Tags: Berkshire Hathaway, Board independence, Board leadership, Board performance, Boards of Directors, Director qualifications, Executive performance, Management, Warren Buffet

ISS 2016 Board Practices Study

Posted by Carol Bowie, Institutional Shareholder Services, on Wednesday, June 1, 2016

Tags: Board composition, Board performance, Board turnover, Boards of Directors, Director qualifications, Diversity, ISS,Majority voting, Overboarding, Shareholder elections, Shareholder Rights Project, Staggered boards

How the Financial System Fails Us and How To Fix It

Posted by Stephen Davis, Harvard Law School, on Thursday, June 2, 2016

Tags: Accountability, Boards of Directors, ERISA, Fiduciary duties, Financial institutions, Financial reform, Fund managers,Investment advisers, Investor protection, Long-Term value, Mutual funds, Retirement plans, Transparency

Divorce, Wall Street Style

Posted by Daniel E. Wolf, Kirkland & Ellis LLP, on Thursday, June 2, 2016

Tags: Acquisition agreements, Acquisitions, Antitrust, Deal protection, DOJ, FTC, Inversions, IRS, Mergers & acquisitions,Securities regulation, Taxation, Treasury Department