Weekly Roundup: September 30

This roundup contains a collection of the posts published on the Forum during the week of September 30–October 6, 2016.

A Unified Theory of Insider Trading Law

Posted by Zachary J. Gubler, Arizona State University, on Friday, September 30, 2016

Tags: Debt securities, Disclosure, Exchange Act, Fiduciary duties, Information environment, Inside information, Insider trading, Liability standards, Repurchases, Rule 10b-5, Securities fraud, Securities regulation

AML Obligations of Broker-Dealers

Posted by Jonathan N. Eisenberg, K&L Gates LLP, on Friday, September 30, 2016

Tags: Accountability, Broker-dealers, Financial regulation, FINRA, Money laundering, Oversight, Risk management, SEC enforcement, Securities enforcement, Securities regulation, Treasury Department

Delaware Court of Chancery: Merger Disclosure Claims Must Be Brought Pre-Closing

Posted by William Savitt, Wachtell Lipton Rosen & Katz, on Saturday, October 1, 2016

Tags: Boards of Directors, Delaware cases, Delaware law, Director liability, Disclosure, Materiality, Merger litigation,Mergers & acquisitions, Shareholder suits, Shareholder voting

Change You Can Believe In? Hedge Fund Data Revisions

Posted by Andrew J. Patton, Duke University, on Sunday, October 2, 2016

Tags: Disclosure, Financial reporting, Fund managers, Fund performance, Hedge funds, Information environment,Misreporting, Reporting regulation, Securities regulation, Systemic risk, Voluntary Disclosure

Earnings and the Value of Voting Rights

Posted by Umit Gurun, University of Texas at Dallas, and Oğuzhan Karakaş, Boston College, on Monday, October 3, 2016

Tags: Accounting, Cash flows, Control rights, Disclosure, Earnings announcements, Firm performance, Shareholder voting

California’s New Alternative Investment Fee Disclosure Bill

Posted by Catherine Skulan & Raj Marphatia, Ropes & Gray LLP, on Monday, October 3, 2016

Tags: California, Clawbacks, Disclosure, Hedge funds, Investment advisers, Pension funds, Private equity, Private funds,Retirement plans, Securities regulation, State law

The Financial Crisis and Credit Unavailability: Cause or Effect?

Posted by Steven L. Schwarcz, Duke University School of Law, on Tuesday, October 4, 2016

Tags: Banks, Capital markets, Credit risk, Credit supply, Debt securities, Financial crisis, Financial regulation, Housing market, Liquidity, Mortgage lending, Subprime securities, Systemic risk

The Investors’ Exchange

Posted by Kevin J. Campion and James Brigagliano, Sidley Austin LLP, on Tuesday, October 4, 2016

Tags: Algorithmic trading, Clearing houses, Equity capital, Financial technology, High-frequency trading, Regulation NMS,SEC, Securities regulation

The Insignificance of Clear-Day Poison Pills

Posted by Emiliano M. Catan, New York University School of Law, on Wednesday, October 5, 2016

Tags: Antitakeover, Firm performance, Firm valuation, Institutional Investors, Mergers & acquisitions, Poison pills,Shareholder activism, Shareholder rights, Shareholder value, Takeover defenses, Takeovers, Tender offer

A Review of the STADA Arzneimittel Proxy Contest and the Activism Landscape in Germany

Posted by Steve Wolosky, Olshan Frome Wolosky LLP, on Wednesday, October 5, 2016

Tags: Boards of Directors, EU, Europe, Germany, International governance, Management, Proxy contests, Proxy fights,Shareholder activism, Shareholder rights, Shareholder voting, Takeovers

2016-2017 Annual Benchmark Voting Policy Survey

Posted by Marc Goldstein, Institutional Shareholder Services, Inc., on Wednesday, October 5, 2016

Tags: Audit committee, Board independence, Board tenure, Board turnover, Boards of Directors, Canada, Dual-class stock, EU, Europe, Executive Compensation, International governance, Overboarding, Proxy advisors, Say on frequency,Say on pay, Surveys, Trusts, UK

Supreme Court’s Anticipated Ruling on Insider Trading

Posted by Amy S. Park, Skadden, Arps, Slate, Meagher & Flom LLP, on Wednesday, October 5, 2016

Tags: Class actions, Inside information, Insider trading, Jurisdiction, Liability standards, Section 11, Securities Act,Securities enforcement, Securities litigation, Social networks, State law, Supreme Court, U.S. federal courts

The Role of Financial Reporting and Transparency in Corporate Governance

Posted by Wayne R. Guay, The Wharton School of the University of Pennsylvania, on Thursday, October 6, 2016

Tags: Accounting, Agency costs, Banks, Boards of Directors, Contracts, Executive Compensation, Financial institutions,Financial reporting, Incentives, Information asymmetries, Information environment, Management, Transparency

When Do Merger Benefits to Directors Constitute Disabling Conflicts?

Posted by Ethan A. Klingsberg, Cleary Gottlieb Steen & Hamilton LLP, on Thursday, October 6, 2016

Tags: Boards of Directors, Caremark merger, Conflicts of interest, D&O insurance, Delaware cases, Delaware law,Director liability, Duty of loyalty, Fiduciary duties, Indemnification, Merger litigation, Mergers & acquisitions, Shareholder suits

Weekly Roundup: September 30–October 6, 2016