Weekly Roundup: August 19–August 25, 2016

This roundup contains a collection of the posts published on the Forum during the week of August 19–August 25, 2016.

Creating a Foundation for a Substantive Debate on Proxy Access Proposals

Posted by Bernard S. Sharfman, R Street Institute, on Friday, August 19, 2016

Tags: Boards of Directors, CFA Institute, Proxy access, Proxy season, Proxy voting, SEC, Securities regulation,Shareholder activism, Shareholder nominations, Shareholder proposals, Shareholder rights, Shareholder value,Shareholder voting

The Recent Decline in Legal Challenges to M&A Deals

Posted by Ravi Sinha, Cornerstone Research, on Friday, August 19, 2016

Tags: Delaware cases, Delaware law, Derivative suits, Disclosure, In re Trulia, Jurisdiction, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits, State law

The Impact of the New Restructuring Law on Puerto Rico Creditors

Posted by Lorraine S. McGowen, Orrick, Herrington & Sutcliffe LLP, on Saturday, August 20, 2016

Tags: Bankruptcy, Bondholders, Bonds, Covenants, Debt, Debt contracts, Debt securities, Debtor-creditor law, Financial regulation, Jurisdiction, Municipal securities, PROMESA, Puerto Rico, Restructurings

The Real Effects of Uncertainty on Merger Activity

Posted by Robert A. Dam, University of Colorado at Boulder, on Sunday, August 21, 2016

Tags: Acquisitions, Bidders, Deal certainty, Deal protection, Decision making, Firm valuation, Information environment,Merger waves, Mergers & acquisitions, Risk, Target firms

Opting Out of the Fiduciary Duty of Loyalty: Corporate Opportunity Waivers within Public Companies

Posted by Gabriel Rauterberg, Michigan Law School, and Eric Talley, Columbia Law School, on Monday, August 22, 2016

Tags: Agency costs, Agency model, Boards of Directors, Conflicts of interest, Delaware articles, Delaware law, Duty of loyalty, Fiduciary duties, Management, Market efficiency, Securities regulation, Shareholder value, State law

Independent Chair Proposals

Posted by Yafit Cohn, Simpson Thacher & Bartlett LLP, on Monday, August 22, 2016

Tags: Board independence, Boards of Directors, Glass Lewis, Institutional Investors, ISS, No-action letters, Non-executive chairman, Proxy advisors, Proxy season, Rule 14a-8, SEC, Shareholder proposals, Shareholder voting

The Rise of the Independent Director: A Historical and Comparative Perspective

Posted by Harald Baum, Max Planck Institute, on Tuesday, August 23, 2016

Tags: Agency model, Board dynamics, Board independence, Boards of Directors, Director qualifications, Entrenchment,EU, Europe, Germany, International governance, Management, Oversight, UK

SEC Denial of H&R Block’s Request to Exclude Proxy Access Proposal

Posted by Cam C. Hoang, Dorsey & Whitney LLP, on Tuesday, August 23, 2016

Tags: Charter & bylaws, Director nominations, James McRitchie, No-action letters, Ownership, Proxy access, Rule 14a-8,SEC, Shareholder nominations, Shareholder proposals, Shareholder rights, Shareholder voting

The SEC and Whistleblowers: A Spotlight on Severance Agreements

Posted by John F. Savarese and Wayne M. Carlin, Wachtell, Lipton, Rosen & Katz, on Tuesday, August 23, 2016

Tags: Confidentiality, Disclosure, Employees, Exchange Act, Incentives, Rule 21F-17, SEC, SEC enforcement, SEC investigations, Securities enforcement, Securities regulation, Severance, Whistleblowers

The New Look of Deal Protection

Posted by Fernán Restrepo, Stanford Law School and Guhan Subramanian, Harvard Law School and Harvard Business School, on Wednesday, August 24, 2016

Tags: Acquisition agreements, Bidders, Deal protection, Delaware articles, Delaware cases, Delaware law, Fairness review, In re Revlon, Jurisdiction, Mergers & acquisitions, Target firms, Termination fees, Unocal standard

Interest Rate Risk and Appraisal Risk in M&A Transactions

Posted by John A. Bick, Davis Polk & Wardwell LLP, on Wednesday, August 24, 2016

Tags: Acquisition agreements, Appraisal rights, Deal protection, Delaware cases, Delaware law, DGCL Section 262, Fair values, Go-shop, In re Appraisal of Dell, In re Appraisal of DFC Global, Leveraged acquisitions, Merger litigation, Mergers & acquisitions, Shareholder suits

2016 Mid-Year Activism Update

Posted by Eduardo Gallardo, Gibson, Dunn & Crutcher LLP, on Wednesday, August 24, 2016

Tags: Board composition, Boards of Directors, Hedge funds, Mergers & acquisitions, Settlements, Shareholder activism,Shareholder nominations, Shareholder voting, Surveys

Defensive Tactics and Optimal Search: A Simulation Approach

Posted by Ronald J. Gilson, Columbia University, and Alan Schwartz, Yale University, on Thursday, August 25, 2016

Tags: Airgas v. Air Products & Chemicals, Boards of Directors, Delaware articles, Delaware law, Fairness review, Hostile takeover, Market efficiency, Mergers & acquisitions, Poison pills, Proxy fights, Shareholder value, Staggered boards,Takeover defenses

SEC Amendments to Regulation SBSR

Posted by Annette L. Nazareth, Davis Polk & Wardwell LLP, on Thursday, August 25, 2016

Tags: Accounting, Asset management, Broker-dealers, Clearing houses, Cross-border transactions, Financial reporting,Regulation SBSR, Reporting regulation, SEC, SEC rulemaking, Securities regulation, Swaps, Swaps entities

Whack-a-Mole: The Evolving Landscape in M&A Litigation Following Trulia

Posted by Daniel Wolf, Kirkland & Ellis LLP, on Thursday, August 25, 2016

Tags: Appraisal rights, Attorneys’ fees, Delaware cases, Delaware law, Disclosure, Fair values, Firm valuation, Forum selection, In re Trulia, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits