Weekly Roundup: December 30, 2016

Weekly Roundup
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This roundup contains a collection of the posts published on the Forum during the week of December 30, 2016–January 5, 2017.

Are Directors Really Irrelevant to Capital Structure Choice?

Posted by André Gygax, University of Melbourne, on Friday, December 30, 2016

Tags: Agency costs, Boards of Directors, Capital allocation, Capital structure, Fiduciary duties, Information environment, Interlocking boards, Leverage, Management, Social networks

2017 Board Priorities Report

Posted by Steve Klemash and Ann Yerger, EY Center for Board Matters, on Saturday, December 31, 2016

Tags: Accounting, Audit committee, Board composition, Board performance, Boards of Directors, Capital allocation, Capital formation, Corporate culture, Cybersecurity, Diversity, Long-Term value, Oversight, Risk management, Risk oversight, Taxation

The Life (and Death?) of Corporate Waste

Posted by Harwell Wells, Temple University, on Monday, January 2, 2017

Tags: Acquisitions, Agency costs, Business judgment rule, Corporate governance, Delaware articles, Delaware cases, Delaware law, Executive Compensation, Fiduciary duties, Management, Managerial style, Merger litigation, Mergers & acquisitions, Securities litigation

Progress in Understanding Proxy Access and the Shareholder Proposal Process

Posted by Tara Bhandari, U.S. Securities and Exchange Commission, on Tuesday, January 3, 2017

Tags: Management, Private ordering, Proxy access, Securities regulation, Shareholder activism, Shareholder proposals, Shareholder voting

Rethinking Compensation Philosophies: Top 5 Questions for Boards

Posted by Aalap H. Shah, Pearl Meyer & Partners, LLC, on Tuesday, January 3, 2017

Tags: Boards of Directors, Compensation committees, Corporate culture, Engagement, Executive Compensation, Executive turnover, Incentives, Management, Pay for performance, Say on pay, Succession

Controlling Stockholder M&A Does Not Automatically Trigger Entire Fairness Review

Posted by Daniel E. Wolf and Gilad Zohari, Kirkland & Ellis LLP, on Tuesday, January 3, 2017

Tags: Boards of Directors, Conflicts of interest, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, Minority shareholders

Are Shareholder Votes Rigged?

Posted by Laurent Bach and Daniel Metzger, Stockholm School of Economics, on Wednesday, January 4, 2017

Tags: Boards of Directors, Engagement, Information asymmetries, Information environment, Management, Proxy contests, Proxy disclosure, Shareholder proposals, Shareholder voting, Stock options, Transparency

Jury Verdict in “Spread Bet” Insider Trading Case: A Reminder of U.S. Long-Arm Regulatory Risk

Posted by Daniel M. Hawke, Arnold & Porter Kaye Scholer LLP, on Wednesday, January 4, 2017

Tags: Derivatives, Hedging, Information asymmetries, Inside information, Insider trading, International governance, Rule 10b-5, SEC enforcement, Section 10(b), Securities enforcement, Securities regulation, UK

REIT M&A, Governance and Activism—Themes for 2017

Posted by Adam O. Emmerich, Wachtell, Lipton, Rosen & Katz, on Wednesday, January 4, 2017

Tags: Board performance, Board turnover, Boards of Directors, Compensation disclosure, Compensation ratios, Executive Compensation, Institutional Investors, Long-Term value, Management, Mergers & acquisitions, REIT, Risk management, Say on pay, Shareholder activism, Shareholder voting, Succession

Activism, Strategic Trading, and Liquidity

Posted by Vyacheslav Fos, Boston College, on Thursday, January 5, 2017

Tags: Firm performance, Firm valuation, Hedge funds, Information asymmetries, Information environment, Inside information, Institutional Investors, Investor horizons, Liquidity, Market efficiency, Shareholder activism

The Delaware General Corporation Law, Simplified

Posted by Holger Spamann, Harvard Law School, on Thursday, January 5, 2017

Tags: Delaware law, DGCL, Legal systems, State law

Gender Parity on Boards Around the World

Posted by Institutional Shareholder Services, Inc., on Thursday, January 5, 2017

Tags: Board composition, Board performance, Boards of Directors, Corporate culture, Diversity, Institutional Investors, institutional Shareholder Services Inc., International governance, ISS, Securities regulation, Shareholder voting

Weekly Roundup: December 30, 2016–January 5, 2017