Weekly Roundup: September 1–September 8, 2016

Weekly Roundup
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This roundup contains a collection of the posts published on the Forum during the week of September 1–September 8, 2016.

Venture Capital 2.0

Posted by Joseph A. McCahery and Erik P.M. Vermeulen, Tilburg University, on Friday, September 2, 2016

Tags: Capital formation, Crowdfunding, Equity capital, Fund managers, IPOs, JOBS Act, Liquidity, Private equity, Tech companies, Venture capital firms

Special Meeting Proposals

Posted by Yafit Cohn, Simpson Thacher & Bartlett LLP, on Friday, September 2, 2016

Tags: Boards of Directors, Engagement, Glass Lewis, Institutional Investors, ISS, No-action letters, Ownership, Proxy advisors, Proxy season, Proxy voting, Rule 14a-8, SEC, Shareholder meetings, Shareholder proposals, Shareholder voting

Observations on the FDIC’s Guidance on Managing Third-Party Risk

Posted by Pratin Vallabhaneni, Arnold & Porter LLP, on Saturday, September 3, 2016

Tags: Banks, Contracts, Credit supply, FDIC, Financial institutions, Financial regulation, Financial technology, Jurisdiction,Lending limits, Partnerships, Related parties, Risk management, Small firms

CEO Pay and the Rise of Relative Performance Contracts: A Question of Governance?

Posted by Brian Bell, University of Oxford and John Van Reenen, MIT Sloan School of Management, onSunday, September 4, 2016

Tags: Equity-based compensation, Executive Compensation, Executive performance, Executive value, Firm performance,Institutional monitoring, International governance, Long-Term value, Management, Pay for performance, Peer groups,Transparency, UK

Disclosure-Only Settlements in M&A Litigation

Posted by Meredith E. Kotler & Vanessa C. Richardson, Cleary Gottlieb Steen & Hamilton LLP, onMonday, September 5, 2016

Tags: Class actions, Delaware cases, Delaware law, Disclosure, In re Trulia, Materiality, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits, State law, U.S. federal courts

The Effect of Prohibiting Deal Protection in M&A: Evidence from the United Kingdom

Posted by Fernán Restrepo, Stanford Law School and Guhan Subramanian, Harvard Law School and Harvard Business School, on Tuesday, September 6, 2016

Tags: Acquisition agreements, Acquisitions, Bidders, Deal protection, International governance, Mergers & acquisitions,Offer pricing, Shareholder value, Termination fees, UK

Climate Change, Sustainability and Other Environmental Proposals

Posted by Yafit Cohn, Simpson Thacher & Bartlett LLP, on Tuesday, September 6, 2016

Tags: Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Glass Lewis, Institutional Investors, ISS, No-action letters, Proxy advisors, Proxy season, Proxy voting, Rule 14a-8, SEC, Shareholder proposals,Shareholder voting, Sustainability

The Diminishing Availability of Post-Closing Damages in Non-Controller M&A Transactions

Posted by Philip Richter and Warren S. de Wied, Fried, Frank, Harris, Shriver & Jacobson LLP, onTuesday, September 6, 2016

Tags: Boards of Directors, Business judgment rule, Conflicts of interest, Delaware cases, Delaware law, Disclosure, Duty of loyalty, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Shareholder suits, Shareholder voting

Political Lending

Posted by Ahmed Tahoun and Florin P. Vasvari, London Business School, on Wednesday, September 7, 2016

Tags: Bank loans, Banks, Behavioral finance, Campaign finance, Conflicts of interest, Debt, Disclosure, Financial institutions, Financial regulation, Social capital, US House, US Senate

A New Vein of Liability: Limits on Director Compensation

Posted by Ed Batts, Orrick, Herrington & Sutcliffe LLP, on Wednesday, September 7, 2016

Tags: Agency costs, Boards of Directors, CD&A, Compensation committees, Compensation disclosure, Corporate liability,Delaware cases, Delaware law, Director compensation, Say on pay, Settlements, Shareholder suits

Ninth Circuit’s Approval of Compensation Clawback for Executives Not Engaged in Misconduct

Posted by Davis Polk & Wardwell LLP, on Wednesday, September 7, 2016

Tags: Clawbacks, Disgorgement, Exchange Act s.13, Executive Compensation, Financial reporting, Management,Misconduct, Misreporting, SEC, SEC enforcement, Securities enforcement, Securities regulation, SOX, SOX Section 304,U.S. federal courts

The “Buy Side” View on CEO Pay

Posted by David F. Larcker & Brian Tayan, Stanford University, on Thursday, September 8, 2016

Tags: Asset management, Compensation committees, Compensation disclosure, Compensation guidelines,Compensation ratios, Executive performance, Firm performance, Institutional Investors, Management, Pay for performance, Say on pay, Surveys

Thoughts on the Business Roundtable’s Principles of Corporate Governance

Posted by Michael W. Peregrine, McDermott Will & Emery LLP, on Thursday, September 8, 2016

Tags: Board composition, Boards of Directors, Business Roundtable, Business Roundtable Principles of Corporate Governance, Corporate governance, Diversity, Engagement, General counsel, Long-Term value, Succession,Sustainability

Principles of Corporate Governance

Posted by Business Roundtable, on Thursday, September 8, 2016

Tags: Accountability, Board composition, Board dynamics, Boards of Directors, Business Roundtable Principles of Corporate Governance, Compliance & ethics, Corporate governance, Diversity, Engagement, Management,Shareholder proposals, Shareholder voting, Stakeholders, Succession, Sustainability