Weekly Roundup: April 21–April 27, 2017

This roundup contains a collection of the posts published on the Forum during the week of April 21–April 27, 2017.

Principles for Financial Regulatory Reform

Posted by William Dudley, Federal Reserve Bank of New York, on Friday, April 21, 2017

Tags: Bankruptcy, Banks, Capital requirements, Dodd-Frank Act, Federal Reserve, Financial crisis, Financial institutions, Financial reform, Financial regulation, Liquidity, Recovery & resolution plans, SIFIs, Stress tests, Systemic risk, Too big to fail

Corporate Governance

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, April 21, 2017

Tags: Agency costs, Agency model, Boards of Directors, Fiduciary duties, Hedge funds, Long-Term value, Shareholder activism, Shareholder rights, Shareholder value, Short-termism, Stakeholders

Lessons Learned from the Wells Fargo Sales Practices Investigation Report

Posted by Brad S. Karp and Roberto J. Gonzalez, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Saturday, April 22, 2017

Tags: Accountability, Bank boards, Banks, Boards of Directors, Compliance & ethics, Consumer protection, Corporate culture, Financial institutions, Financial regulation, Management, Misconduct, Oversight, Risk oversight, Wells Fargo

One Take on the Report of the Independent Directors of Wells Fargo: Vote the Bums Out

Posted by Howell E. Jackson, Harvard Law School, on Saturday, April 22, 2017

Tags: Accountability, Bank boards, Banks, Boards of Directors, CFPB, Compliance & ethics, Consumer protection, Financial institutions, Financial regulation, Incentives, Misconduct, Oversight, Proxy advisors, Risk oversight, Shareholder voting, Wells Fargo

Assessing Financial Advisor Compensation Disclosure Following Vento v. Curry

Posted by James E. Langston, Cleary Gottlieb Steen & Hamilton LLP, on Monday, April 24, 2017

Tags: Compensation disclosure, Conflicts of interest, Delaware cases, Delaware law, Disclosure, Fairness review, Fiduciary duties, Financial advisers, Merger litigation, Mergers & acquisitions, Proxy disclosure, Transparency

The Untenable Case for Perpetual Dual-Class Stock

Posted by Lucian Bebchuk and Kobi Kastiel, Harvard Law School, on Monday, April 24, 2017

Tags: Agency costs, Boards of Directors, Capital structure, Controlling shareholders, Dual-class stock, Incentives, IPOs, Shareholder voting, Tech companies

Stiffing the Creditor: The Effect of Asset Verifiability on Bankruptcy

Posted by Florencio Lopez-de-Silanes, SKEMA Business School, on Tuesday, April 25, 2017

Tags: Accounting, Bankruptcy, Debt, Debtor-creditor law, Distressed companies, Liquidation, Reorganizations, Restructurings, Supreme Court

The Importance of Nonfinancial Performance to Investors

Posted by Mathew Nelson, EY, on Tuesday, April 25, 2017

Tags: Accountability, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Institutional Investors, International governance, Long-Term value, Reputation, Risk management, Surveys, Sustainability

Director Duties and Legal Safe Harbours: A Comparative Analysis

Posted by Jennifer Hill & Matthew Conaglen, University of Sydney, on Wednesday, April 26, 2017

Tags: Australia, Boards of Directors, Business judgment rule, Delaware articles, Delaware law, Director liability, Duty of care, Fiduciary duties, International governance, Legal history, Liability standards, Safe harbor, UK

Institutional Investors Lead Push for Gender-Diverse Boards

Posted by Anthony Goodman & Rusty O’Kelley, Russell Reynolds Associates, on Wednesday, April 26, 2017

Tags: BlackRock, Board composition, Boards of Directors, Commonsense Principles, Director qualifications, Diversity, Engagement, Institutional Investors, Shareholder voting, SSgA, Succession

Wells Fargo Lessons: Will Leaders Ever Learn?

Posted by Ben W. Heineman, Jr., Harvard Law School and Harvard Kennedy School of Government, on Wednesday, April 26, 2017

Tags: Accountability, Bank boards, Banks, Boards of Directors, Compliance & ethics, Consumer protection, Corporate culture, Financial institutions, Management, Misconduct, Oversight, Risk oversight, Wells Fargo

What Do the SEC’s Recent Bitcoin Disapproval Orders Really Mean for Investors?

Posted by Wenchi Hu & Vivian A. Maese, Latham & Watkins LLP, on Thursday, April 27, 2017

Tags: Bitcoin, Blockchain, Commodities, Exchange Act, Financial regulation, Financial technology, Innovation, Listing standards, NYSE, SEC, SEC enforcement, Securities regulation

The Deregulation of Private Capital and the Decline of the Public Company

Posted by Elisabeth de Fontenay, Duke University School of Law, on Thursday, April 27, 2017

Tags: Capital formation, Capital markets, Deregulation, Disclosure, External financing, Firm valuation, Information asymmetries, Information environment, IPOs, Private firms, Public firms, Sarbanes–Oxley Act, Securities regulation

Financial CHOICE Act Imposes Sweeping Shareholder Proposal Reforms

Posted by Ning Chiu, Davis Polk & Wardwell LLP, on Thursday, April 27, 2017

Tags: Boards of Directors, CHOICE Act, No-action letters, Ownership, Proxy materials, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder rights, Shareholder voting, US House