Weekly Roundup: December 9–December 15, 2016

This roundup contains a collection of the posts published on the Forum during the week of December 9–December 15, 2016.

Annual Shareholder Meeting: Selected Considerations for a Virtual-Only Meeting

Posted by Lisa Fontenot & Linda Dang, Gibson, Dunn & Crutcher LLP, on Friday, December 9, 2016

Tags: Boards of Directors, CalPERS, CalSTRS, Council of Institutional Investors, Engagement, Institutional Investors, Institutional voting, Pension funds, Proxy advisors, Proxy voting, Securities regulation, Shareholder meetings, Shareholder proposals, Shareholder voting, State law, Virtual meetings

Financial Regulation Nine Years On from the Global Financial Crisis—Where Do We Stand?

Posted by William C. Dudley, Federal Reserve Bank of New York, on Friday, December 9, 2016

Tags: Banks, Capital requirements, Corporate culture, Cross-border transactions, Dodd-Frank Act, Financial crisis, Financial regulation, Liquidity, Money market funds, Recovery & resolution plans, Risk management, SIFIs, Too big to fail

Third Circuit Ruling on Make-Whole Provisions Enforceable in Bankruptcy

Posted by Sarah R. Borders and Ye Cecilia Hong, King & Spalding LLP, on Saturday, December 10, 2016

Tags: Bankruptcy, Bondholders, Debt, Debt contracts, Debtor-creditor law, Distressed companies, U.S. federal courts

OCC to Issue Special Purpose National Bank Charters to Fintech Companies

Posted by Michael Nonaka, Covington & Burling LLP, on Sunday, December 11, 2016

Tags: Accounting, Banks, CFPB, Compliance & ethics, FDIC, Federal Reserve, Financial institutions, Financial technology, Innovation, Liquidity, OCC, Risk, Risk management, Tech companies

Limiting Litigation Through Corporate Governance Documents

Posted by Ann M. Lipton, Tulane University, on Monday, December 12, 2016

Tags: Arbitration, Charter & bylaws, Delaware articles, Delaware law, Fee-Shifting, Fiduciary duties, Forum selection, Jurisdiction, Private ordering, Securities litigation, Shareholder suits, State law

To Bid or Not to Bid, That is the Question: The Assessment of Bidding Markets in Merger Control

Posted by David Wirth, Ashurst LLP, on Monday, December 12, 2016

Tags: Auctions, Bidders, Contracts, EU, Europe, Information asymmetries, Information environment, International governance, Market efficiency, Mergers & acquisitions, Securities regulation, Tender offer, UK

2016 Director Compensation Report

Posted by Eric Graves and Thomas Kohn, FW Cook, on Monday, December 12, 2016

Tags: Board leadership, Boards of Directors, Director compensation, Equity-based compensation, Incentives, Non-executive chairman, Public firms, Shareholder value, Stock options, Surveys, Tech companies

Jurisdiction Over Directors and Officers in Delaware

Posted by Eric A. Chiappinelli, Texas Tech University, on Tuesday, December 13, 2016

Tags: Boards of Directors, Delaware articles, Delaware law, DGCL, DGCL Section 3104, DGCL Section 3114, Director liability, Fiduciary duties, Forum selection, Jurisdiction, Legal systems, Shareholder suits, State law

NFA’s Swap Dealer Examinations

Posted by Gail C. Bernstein and Daniel J. Martin, Wilmer Cutler Pickering Hale and Dorr LLP, on Tuesday, December 13, 2016

Tags: CFTC, Commodities, Compliance & ethics, Compliance officer, Cross-border transactions, Derivatives, Financial regulation, Futures, International governance, Jurisdiction, Margin requirements, Risk management, Swaps, Swaps entities

2016 U.S. Shareholder Activism Review and Analysis

Posted by Glen T. Schleyer & Stephen M. Guynn, Sullivan & Cromwell LLP, on Tuesday, December 13, 2016

Tags: Boards of Directors, Hedge funds, Institutional Investors, Proxy access, Proxy contests, Rule 14a-8, SEC rulemaking, Securities regulation, Settlements, Shareholder activism, Shareholder nominations, Shareholder voting, Target firms

Corporate Control Activism

Posted by Doron Levit and Adrian Aycan Corum, University of Pennsylvania, on Wednesday, December 14, 2016

Tags: Acquisitions, Bidders, Boards of Directors, Merger litigation, Mergers & acquisitions, Poison pills, Proxy access, Proxy fights, Proxy voting, Schedule 13D, Shareholder activism, Shareholder value, Takeover defenses, Takeovers, Target firms

Issues and Best Practices in Drafting Drag-Along Provisions

Posted by Robert B. Little & Joseph A. Orien, Gibson, Dunn & Crutcher LLP, on Wednesday, December 14, 2016

Tags: Change in control, Charter & bylaws, Controlling shareholders, Covenants, Disclosure, Drag-along rights, Merger litigation, Mergers & acquisitions, Minority shareholders

Predictions on Dodd-Frank’s Executive Compensation Provisions

Posted by Joseph A. Hall, Davis Polk & Wardwell LLP, on Wednesday, December 14, 2016

Tags: CHOICE Act, Clawbacks, Compensation disclosure, Compensation ratios, Compensation regulation, Compliance and disclosure interpretation, Disclosure, Dodd-Frank Act, Donald Trump, Financial regulation, Management, Say on pay, SEC

The Venture Capital Board Member’s Survival Guide

Posted by Amy Simmerman & Steven Bochner, Wilson Sonsini Goodrich & Rosati, on Thursday, December 15, 2016

Tags: Boards of Directors, Business judgment rule, Conflicts of interest, Controlling shareholders, Delaware articles, Delaware law, Engagement, Fairness review, Fiduciary duties, Firm valuation, Private equity, Stakeholders, Tech companies, Venture capital firms

The Law and Brexit IX: The Cliff Edge and New Proposals for EU Intermediate Holding Companies

Posted by Thomas J. Reid, Davis Polk & Wardwell LLP, on Thursday, December 15, 2016

Tags: Banks, Brexit, Derivatives, EU, Europe, Financial institutions, Financial regulation, Foreign banks, International governance, Systemic risk, Third-country firms

Forum-Selection Bylaws—Another Attack Rebuffed

Posted by Eric M. Roth and Eric S. Robinson, Wachtell, Lipton, Rosen & Katz, on Thursday, December 15, 2016

Tags: Charter & bylaws, Contracts, Delaware articles, Delaware law, Fiduciary duties, Forum selection, Jurisdiction, Merger litigation, Mergers & acquisitions, Proxy materials, Shareholder suits