Weekly Roundup: November 25–December 1, 2016

This roundup contains a collection of the posts published on the Forum during the week of November 25–December 1, 2016.

When Is a “Final Offer” Not Final?

Posted by Charlie Geffen, Gibson Dunn & Crutcher LLP, on Friday, November 25, 2016

Tags: Bidders, International governance, Mergers & acquisitions, Offer pricing, Takeovers, Target firms, Tender offer, UK, UK Takeover Code

New Theory in Corporate Governance Undermines Theories Relied on by Proponents of Short-Termism and Shareholder Activism

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, November 25, 2016

Tags: Agency costs, Bebchuk-Brav-Jiang study, Boards of Directors, General governance, Long-Term value, Management, Principal costs, Shareholder activism, Shareholder rights, Shareholder value, Shareholder voting, Short-termism

Including Relative Financial Results in ISS Reports

Posted by Abe Friedman, CamberView Partners , on Saturday, November 26, 2016

Tags: CD&A, Disclosure, Executive Compensation, Executive value, Financial reporting, Firm performance, ISS, Management, Pay for performance, Peer groups, Proxy advisors, Proxy voting, Shareholder value

Detecting Illegal Insider Trading

Posted by Patrick Augustin, McGill University, on Sunday, November 27, 2016

Tags: Derivatives, DOJ, Information asymmetries, Inside information, Insider trading, Market reaction, Merger announcements, SEC, Securities enforcement, Signaling, Stock options, Whistleblowers

Corporate Governance: A Comparison of Large Public Companies and Silicon Valley Companies

Posted by David A. Bell, Fenwick & West LLP, on Monday, November 28, 2016

Tags: Board composition, Board declassification, Board leadership, Boards of Directors, Classified boards, Corporate governance, Diversity, Dual-class stock, Executive ownership, Majority voting, Outside directors, Public firms, Shareholder proposals, Shareholder voting, Surveys, Tech companies

Universal Proxies Move Forward

Posted by David Whissel, MacKenzie Partners, Inc., on Monday, November 28, 2016

Tags: Boards of Directors, Director nominations, Proxy contests, Proxy materials, Proxy voting, Securities regulation, Shareholder nominations, Shareholder voting, Universal proxy ballots

Monetary Liability for Breach of the Duty of Care?

Posted by Holger Spamann, Harvard Law School, on Monday, November 28, 2016

Tags: Accounting standards, Board independence, Boards of Directors, Business judgment rule, Charter & bylaws, Conflicts of interest, Director liability, Duty of care, Duty of loyalty, Fiduciary duties, Incentives, Liability standards, Management, Risk-taking

Corruption Culture and Corporate Misconduct

Posted by Xiaoding Liu, University of Oregon, on Tuesday, November 29, 2016

Tags: Agency costs, Behavioral finance, Boards of Directors, Conflicts of interest, Corporate culture, Corporate fraud, Earnings management, Inside information, Insider trading, Management, Misconduct, Option timing, Social networks

SEC’s No-Action Position on Proxy Access Amendment Proposals

Posted by John Newell, Goodwin Procter LLP, on Tuesday, November 29, 2016

Tags: Charter & bylaws, No-action letters, Proxy access, Proxy materials, Proxy season, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder suits, Shareholder voting

Examining the Dodd-Frank Act and the Future of Financial Regulation

Posted by Rick A. Fleming, U.S. Securities and Exchange Commission, on Tuesday, November 29, 2016

Tags: Asset-backed securities, Credit default swaps, Derivatives, Dodd-Frank Act, Financial crisis, Financial regulation, Investor protection, OTC derivatives, Ratings agencies, SEC, Securities regulation, Skin in the game

Succession “Losers”: What Happens to Executives Passed Over for the CEO Job?

Posted by David F. Larcker & Brian Tayan, Stanford University, on Wednesday, November 30, 2016

Tags: Board performance, Boards of Directors, Executive performance, Executive turnover, Executive value, Firm performance, Labor markets, Management, Managerial style, Succession

2017 Proxy Season: ISS and Glass Lewis Update their Voting Policies

Posted by Lyuba Goltser and Megan Pendleton, Weil, Gotshal & Manges LLP, on Wednesday, November 30, 2016

Program Hiring Post-Graduate Academic Fellows

Posted by HLS Forum on Corporate Governance and Financial Regulation, on Wednesday, November 30, 2016

Tags:

The Impact of Board Gender Composition on Dividend Payouts

Posted by Marc Goergen, Cardiff Business School and ECGI, on Thursday, December 1, 2016

Tags: Board composition, Board dynamics, Board independence, Board performance, Boards of Directors, Diversity, Dividends, Entrenchment, Firm performance, Management, Oversight, Shareholder value

OM&A Updated Guidance on Tender Offers

Posted by James J. Moloney, Gibson, Dunn & Crutcher LLP, on Thursday, December 1, 2016

Tags: Compliance and disclosure interpretation, Conflicts of interest, Cross-border transactions, Disclosure, Financial advisers, Incentives, Mergers & acquisitions, SEC, Securities regulation, Tender offer

2016 Shareholder Activism Insight Report

Posted by Marc Weingarten and Eleazer Klein, Schulte Roth & Zabel LLP, on Thursday, December 1, 2016

Tags: Boards of Directors, Charter & bylaws, Institutional Investors, International governance, ISS, Mergers & acquisitions, Precatory proposals, Proxy advisors, Proxy contests, Shareholder activism, Shareholder nominations, Surveys