Weekly Roundup: August 5–August 11, 2016

This roundup contains a collection of the posts published on the Forum during the week of August 5–August 11, 2016.

Conglomerate Investment, Skewness, and the CEO Long-Shot Bias

Posted by Oliver Spalt, Tilburg University, on Friday, August 5, 2016

Tags: Behavioral finance, Capital allocation, Decision making, Management, Managerial style, Risk, Risk-taking,Shareholder value

A Critique of the ValueAct Settlement

Posted by Phillip Goldstein, Bulldog Investors, on Friday, August 5, 2016

Tags: Antitrust, Beneficial owners, Disclosure, DOJ, Exchange Act, FTC, Hart-Scott-Rodino Act, Schedule 13D, SEC,Securities regulation, Settlements, Shareholder activism, ValueAct Capital

Regulating Conduct & Culture in the Financial Industry

Posted by Pedro Machado, PricewaterhouseCoopers LLP, on Saturday, August 6, 2016

Tags: Accountability, Banks, Boards of Directors, Compliance & ethics, Corporate culture, EU, Europe, Financial institutions, Financial regulation, International governance, Management, Managerial style

The Importance of Trust for Investment

Posted by Thomas Hellmann, University of Oxford, on Sunday, August 7, 2016

Tags: Behavioral finance, Capital formation, Contracts, Cross-border transactions, EU, Europe, International governance, Risk assessment, Social capital, Venture capital firms

Form 13f (Mis) Filings

Posted by Anne-Marie Anderson and Paul Brockman, Lehigh University, on Monday, August 8, 2016

Tags: Disclosure, Exchange Act, Filings, Form 13F, Institutional Investors, ISS, Misreporting, Reporting regulation, SEC,Securities regulation, Stock mispricing, Transparency

Interest in Appraisal

Posted by Charles Korsmo, Case Western Reserve University and Minor Myers, Brooklyn Law School, onMonday, August 8, 2016

Tags: Acquisition agreements, Appraisal rights, Arbitrage, Delaware law, Delaware legislation, Fair values, Incentives,Mergers & acquisitions, Minority shareholders, Settlements, Shareholder suits

Directors’ Fiduciary Duties in Approving Mergers

Posted by Jason M. Halper, Orrick, Herrington & Sutcliffe LLP, on Monday, August 8, 2016

Tags: Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Derivative suits, Director liability, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Shareholder suits

CEO Equity-Based Incentives and Shareholder Say-on-Pay in the U.S.

Posted by Denton Collins, Texas Tech University, on Tuesday, August 9, 2016

Tags: Dodd-Frank Act, Equity-based compensation, Executive Compensation, Incentives, Management, Pay for performance, Risk, Say on pay, Shareholder voting, Stock options

Do Banks Have A Fiduciary Duty to Shed Their BHC Status?

Posted by V. Gerard Comizio, Paul Hastings LLP, on Tuesday, August 9, 2016

Tags: Bank Holding Company Act, Banks, Dodd-Frank Act, Fiduciary duties, Financial institutions, Financial regulation,Securities regulation

Corporate Governance by the Numbers

Posted by Ann Yerger, EY Center for Board Matters, on Tuesday, August 9, 2016

Tags: Audit committee, Board composition, Board leadership, Boards of Directors, Engagement, ESG, Executive Compensation, Proxy contests, Say on pay, Shareholder proposals, Shareholder voting

Mergers and Acquisitions, Technological Change, and Inequality

Posted by Elena Simintzi, University of British Columbia, on Wednesday, August 10, 2016

Tags: Capital allocation, Capital formation, Efficiency, Innovation, Merger announcements, Merger waves, Mergers & acquisitions, Reorganizations, Target firms

SEC Denial of No-Action Relief with Regard to 3/3 Proxy Access Proposal

Posted by Yafit Cohn, Simpson Thacher & Bartlett LLP, on Wednesday, August 10, 2016

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

The Impact of ISS’ New Policy on IPO Company Director Elections

Posted by Joseph A. Hall, Davis Polk & Wardwell LLP, on Wednesday, August 10, 2016

Tags: Antitakeover, Boards of Directors, Charter & bylaws, Classified boards, Dual-class stock, Institutional Investors,IPOs, ISS, Proxy advisors, Public firms, Shareholder rights, Shareholder voting, Surveys

Are Foreign Investors Locusts? The Long-Term Effects of Foreign Institutional Ownership

Posted by Pedro Matos, University of Virginia, on Thursday, August 11, 2016

Tags: Asset management, Capital allocation, Firm performance, Fund managers, Innovation, Institutional Investors,International governance, Long-Term value, Ownership, Shareholder value, Short-termism

Government Pushes to Expand Insider Trading Liability

Posted by Jonathan N. Eisenberg, K&L Gates LLP, on Thursday, August 11, 2016

Tags: Information asymmetries, Inside information, Insider trading, Liability standards, Misconduct, Securities enforcement, Securities regulation, Supreme Court, U.S. federal courts