Weekly Roundup: June 3–June 9, 2016

This roundup contains a collection of the posts published on the Forum during the week of June 3–June 9, 2016.

Reassessing the Distinction Between Corporate and Securities Law

Posted by James J. Park, University of California, Los Angeles , on Friday, June 3, 2016

Tags: Disclosure, Dodd-Frank Act, Federalism, Investor protection, Misconduct, Rule 10b-5, Securities Act, Securities fraud, Securities regulation, Shareholder value, SOX, State law, Stock mispricing

Remarks on Optimizing the Equity Markets

Posted by Mary Jo White, U.S. Securities & Exchange Commission, on Friday, June 3, 2016

Tags: Audit trail, Capital formation, Capital markets, Disclosure, Dodd-Frank Act, Equity capital, Investor protection, JOBS Act, Regulation NMS, SEC, SEC rulemaking, Securities regulation, Small firms, Transparency

Delaware Court of Chancery Appraises Fully-Shopped Company at Nearly 30% Over Merger Price

Posted by Martin Lipton and Theodore N. Mirvis, Wachtell, Lipton, Rosen & Katz, on Friday, June 3, 2016

Tags: Acquisition agreements, Acquisition premiums, Arbitrage, Delaware cases, Delaware law, Fair values, Leveraged acquisitions, Management, Merger litigation, Private equity, Shareholder value

The Effect of Staggered Boards on Stock Value: New Evidence

Posted by Yakov Amihud, New York University Stern School of Business, on Saturday, June 4, 2016

Tags: Airgas v. Air Products & Chemicals, Antitakeover, Boards of Directors, Classified boards, Delaware cases,Delaware law, Entrenchment, Shareholder value, Shareholder voting, Staggered boards, Takeover defenses

American Pipe: Tolling and Statutes of Repose

Posted by Brad S. Karp, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Sunday, June 5, 2016

Tags: Class actions, Exchange Act, Section 10(b), Securities Act, Securities litigation, Securities regulation, Statute of limitations, Tolling, U.S. federal courts

Shareholder Proposals Contested by Firm Management

Posted by Suraj Srinivasan, Harvard Business School, on Monday, June 6, 2016

Tags: Institutional Investors, Management, No-action letters, Proxy access, Proxy contests, Proxy voting, Rule 14a-8,Shareholder elections, Shareholder proposals, Shareholder value, Shareholder voting

Shareholder Proposal Settlements, the SEC, and Campaign Finance Disclosure

Posted by Sarah Haan, University of Idaho, on Monday, June 6, 2016

Tags: Agency costs, Campaign finance, Disclosure, ESG, Political spending, Private ordering, Reputation, Rule 14a-8,SEC, Shareholder proposals, Shining Light on Corporate Political Spending, Transparency, Voluntary Disclosure

Getting the Most from the Evaluation Process

Posted by John F. Olson, Gibson, Dunn & Crutcher LLP, on Monday, June 6, 2016

Tags: Board communication, Board evaluation, Board performance, Boards of Directors, Council of Institutional Investors,Disclosure, ISS, Proxy disclosure, Surveys

Managerial Performance Incentives and Firm Risk During Economic Expansions and Recessions

Posted by Tanseli Savaser, Bilkent University and Elif Şişli-Ciamarra, Brandeis University, on Tuesday, June 7, 2016

Tags: Agency costs, Equity-based compensation, Executive Compensation, Financial crisis, Firm performance, Incentives,Management, Managerial style, Pay for performance, Risk, Risk management, Risk-taking, Stock returns

The “Gimlet Eye” and Shareholder Voting

Posted by Jason M. Halper, Orrick, Herrington & Sutcliffe LLP, on Tuesday, June 7, 2016

Tags: Board dynamics, Boards of Directors, Classified boards, Delaware cases, Delaware law, Management, Merger litigation, Mergers & acquisitions, Proxy contests, Proxy fights, Shareholder elections, Shareholder rights, Shareholder suits, Shareholder voting

The Value-Decreasing Effect of Staggered Boards

Posted by Alma Cohen, Harvard Law School, and Charles C.Y. Wang, Harvard Business School, onTuesday, June 7, 2016

Tags: Antitakeover, Classified boards, Entrenchment, Shareholder value, Shareholder voting, Staggered boards,Takeover defenses

Dictation and Delegation in Securities Regulation

Posted by Usha R. Rodrigues, University of Georgia, on Wednesday, June 8, 2016

Tags: Asset bubbles, Dodd-Frank Act, Enron, Financial crisis, Financial institutions, Financial reform, Financial regulation,Governance reform, JOBS Act, SEC, SEC rulemaking, Securities regulation, SOX

How Does Hedge Fund Activism Reshape Corporate Innovation?

Posted by Wei Jiang, Columbia University, on Wednesday, June 8, 2016

Tags: Bebchuk-Brav-Jiang study, Capital allocation, Firm performance, Hedge funds, Innovation, Long-Term value,Patents, R&D, Shareholder activism, Short-termism

Women Directors and Participation on Key Committees

Posted by Carol Bowie, Institutional Shareholder Services, Inc., on Wednesday, June 8, 2016

Tags: Audit committee, Australia, Board composition, Board dynamics, Boards of Directors, Canada, Compensation committees, Director qualifications, Diversity, EU, Europe, International governance, Japan, Nominating committees, UK

An Empirical Analysis of Public Enforcement of Directors’ Duties in Australia

Posted by Jasper Hedges, University of Melbourne, on Thursday, June 9, 2016

Tags: Australia, Boards of Directors, Conflicts of interest, Director liability, Duty of care, Duty of good faith, Fiduciary duties, International governance, Liability standards, Misconduct, Securities enforcement

Corporate Privacy Failures Start at the Top

Posted by Victoria Schwartz, Pepperdine University School of Law, on Thursday, June 9, 2016

Tags: Behavioral finance, Consumer protection, Cybersecurity, Disclosure, Information environment, Investor protection,Management, Managerial style, Misconduct, Privacy, Securities regulation

Governance Practices for IPO Companies

Posted by Richard J. Sandler, Davis Polk & Wardwell LLP, on Thursday, June 9, 2016

Tags: Antitakeover, Boards of Directors, Charter & bylaws, Classified boards, Forum selection, IPOs, Majority voting,Ownership structure, Public firms, Shareholder elections, Shareholder voting, Staggered boards, Surveys, Takeover defenses