Weekly Roundup: November 18–November 24, 2016

Weekly Roundup
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This roundup contains a collection of the posts published on the Forum during the week of November 18–November 24, 2016.

How Strong Stakeholder Bonds Can Help Firms Avoid a Crisis

Posted by Sinziana Dorobantu, NYU Stern School of Business, on Friday, November 18, 2016

Tags: Engagement, Incentives, Information environment, Market reaction, Nonprofits, Public perception, Reputation, Shareholder activism, Social networks, Stakeholders, Transparency

The U.S. Legal and Regulatory Environment Under a Trump Administration

Posted by Skadden, Arps, Slate, Meagher and Flom LLP, on Friday, November 18, 2016

Tags: Antitrust, Capital markets, Cross-border transactions, Cybersecurity, Deregulation, Dodd-Frank Act, Financial regulation, Glass-Steagall, International governance, Mergers & acquisitions, Political spending, Presidential elections, Securities regulation, Supreme Court, Taxation

Embraer SA Pays $205 Million to the SEC and DOJ to Settle FCPA Violations

Posted by Mark Mendelsohn and Alex Oh, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Saturday, November 19, 2016

Tags: Anti-corruption, Books and records, Deferred prosecution agreements, DOJ, Due diligence, FCPA, International governance, SEC, SEC enforcement, Securities enforcement, Securities regulation

A New Model for SEC Enforcement: Producing Bold and Unrelenting Results

Posted by Mary Jo White, U.S. Securities and Exchange Commission, on Saturday, November 19, 2016

Tags: Accountability, Algorithmic trading, Corporate crime, Disclosure, Financial regulation, Financial reporting, Insider trading, Investor protection, Market conditions, Misconduct, Private equity, SEC, SEC enforcement, SEC investigations, Securities enforcement, Securities litigation, Securities regulation, Whistleblowers

Lower Performance for Target Pay? Pay for Performance Alignment in Times of Declining Performance

Posted by Jeff Joyce and Brian Lane, Pay Governance LLC, on Sunday, November 20, 2016

Tags: Compensation disclosure, Executive Compensation, Executive performance, Firm performance, Incentives, Institutional Investors, ISS, Management, Pay for performance, Proxy advisors, Proxy voting, Say on pay, Shareholder value, Surveys

The Law and Brexit VIII

Posted by Thomas J. Reid, Davis Polk & Wardwell LLP, on Monday, November 21, 2016

Tags: Alternative entities, Asset management, Brexit, EU, Europe, Financial regulation, Fund managers, International governance, Private equity, Private funds, UK

Thoughts for Directors

Posted by Steven B. Stokdyk and Joel H. Trotter, Latham & Watkins LLP, on Monday, November 21, 2016

Tags: Board evaluation, Board performance, Boards of Directors, Compensation disclosure, Executive Compensation, Executive performance, Firm performance, GAAP, Pay for performance

Towards a New Solution to Retail Investors’ Apathy

Posted by Kobi Kastiel, Harvard Law School, and Yaron Nili, University of Wisconsin Law School, on Monday, November 21, 2016

Tags: Behavioral finance, Disclosure, Engagement, Incentives, Proxy advisors, Proxy materials, Retail investors, Shareholder activism, Shareholder proposals, Shareholder voting

Corporate Deleveraging

Posted by Harry DeAngelo, University of Southern California, on Tuesday, November 22, 2016

Tags: Bankruptcy, Capital markets, Capital structure, Debt, Debt securities, Debt-equity ratio, Distressed companies, Leverage, Management, Managerial style

Beyond the Personal Benefit Test: The Economics of Tipping by Insiders

Posted by Jonathan R. Macey, Yale Law School, on Tuesday, November 22, 2016

Tags: Inside information, Insider trading, Misconduct, Rule 10b-5, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation, Social capital, Social networks, Supreme Court

How the Influx of Dividend-Minded Shareholders Will Impact Shareholder Activism

Posted by Leonard Chazen, Covington & Burling LLP, on Tuesday, November 22, 2016

Tags: Boards of Directors, Capital allocation, Dividends, Firm performance, Institutional Investors, Long-Term value, R&D, Repurchases, Shareholder activism, Shareholder value, Short-termism, Stakeholders

Exchange Traded Funds (ETFs)

Posted by Itzhak Ben-David, The Ohio State University, on Wednesday, November 23, 2016

Tags: Arbitrage, Asset management, Capital markets, Derivatives, Exchange-traded funds, Fund managers, High-frequency trading, Information asymmetries, Information environment, Liquidity, Market efficiency, Mutual funds, Stock analysts

Second Circuit: Standard Lock-Up Agreements Do Not Form a “Group”

Posted by Richard A. Rosen and Charles E. Davidow, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Wednesday, November 23, 2016

Tags: Exchange Act, Investment banking, IPOs, Liability standards, Lock-up agreements, SEC, Section 13(d), Securities regulation, Shareholder suits, U.S. federal courts, Underwriting

Negotiating Appraisal Conditions in Public M&A Transactions

Posted by Victor Lewkow, Cleary Gottlieb Steen & Hamilton LLP, on Wednesday, November 23, 2016

Tags: Acquisition agreements, Appraisal rights, Arbitrage, Delaware cases, Delaware law, DGCL, Fair values, Fairness review, Firm valuation, In re Appraisal of Dell, Merger litigation, Mergers & acquisitions, Shareholder suits