Weekly Roundup: May 12–May 18, 2017

This roundup contains a collection of the posts published on the Forum during the week of May 12–May 18, 2017.

LTIP-ing Point: Is This the End of Long-Term Incentive Plans?

Posted by Nick Dawson, Proxy Insight, on Friday, May 12, 2017

Tags: Equity-based compensation, Executive Compensation, Incentives, Institutional Investors, International governance, Long-Term value, Management, Pay for performance, Say on pay, Stock options, UK

What Drives Differences in Management?

Posted by Nicholas Bloom, Stanford University and NBER, on Friday, May 12, 2017

Tags: Corporate culture, Executive performance, Human capital, Labor markets, Management, Managerial style, Peer groups, Shareholder value, State law

Roadblocks to Redemption: Delaware Chancery Court Makes Preferred Stock Redemptions More Challenging

Posted by Michael J. Kendall and Joseph F. Bernardi, Jr., Goodwin Procter LLP, on Friday, May 12, 2017

Tags: Boards of Directors, Delaware cases, Delaware law, Fiduciary duties, Liability standards, Liquidity, Private equity, Private funds, Restructurings, Securities litigation, Shareholder suits, Shareholder voting

Expanding the Reach of the Commodity Exchange Act’s Antitrust Considerations

Posted by Gregory Scopino, Georgetown University Law Center, on Saturday, May 13, 2017

Tags: Antitrust, Banks, CFTC, Derivatives, Dodd-Frank Act, Financial institutions, Financial regulation, Misconduct, OTC derivatives, Securities fraud, Swaps, Swaps entities

Insider Trading: When Hackers Target Corporate Shares

Posted by Evan Bundschuh, Gabriel Bundschuh & Assoc. Inc., on Sunday, May 14, 2017

Tags: Cybersecurity, D&O insurance, Financial reporting, Information asymmetries, Information environment, Inside information, Insider trading, Privacy, Risk, Risk oversight, Securities litigation

Shareholder Wealth Effects of Border Adjustment Taxation

Posted by Jeffrey Hoopes, University of North Carolina at Chapel Hill, on Monday, May 15, 2017

Tags: Accounting, BAT, Cross-border transactions, Donald Trump, International governance, Market reaction, Shareholder value, Stock returns, Taxation

Five Investor Trends Driving Say on Pay in 2017

Posted by Chris Wightman, CamberView Partners, on Monday, May 15, 2017

Tags: Boards of Directors, Compensation disclosure, Engagement, ESG, Executive Compensation, Firm performance, Incentives, Institutional Investors, Management, Performance measures, Proxy advisors, Proxy season, Say on pay, TSR

Texas Bill Targets Activist Investors, Advisors

Posted by Dimitri Zagoroff, Glass, Lewis & Co., on Monday, May 15, 2017

Tags: Beneficial owners, Boards of Directors, Disclosure, Proxy access, Proxy advisors, Schedule 13D, Shareholder activism, Shareholder nominations, Shareholder rights, State law, Stewardship, Texas

The Consequences of Managerial Indiscretions

Posted by Ralph A. Walkling, Drexel University, on Tuesday, May 16, 2017

Tags: Compliance & ethics, Executive performance, Executive turnover, Firm performance, Firm valuation, Information environment, Management, Manager characteristics, Market reaction, Misconduct, Reputation, Shareholder value, Signaling

With the Benefit of Hindsight: The Wells Fargo Sales Practices Investigation Report

Posted by Arthur H. Kohn and Pamela L. Marcogliese, Cleary Gottlieb Steen & Hamilton LLP, on Tuesday, May 16, 2017

Tags: Accountability, Banks, Board independence, Board leadership, Boards of Directors, Compliance & ethics, Corporate culture, Disclosure, Incentives, Management, Misconduct, Oversight, Reputation, Wells Fargo, Whistleblowers

Reviving the U.S. IPO Market

Posted by Michael S. Piwowar, U.S. Securities and Exchange Commission, on Tuesday, May 16, 2017

Tags: Capital formation, Capital markets, Crowdfunding, IPOs, JOBS Act, Private equity, Regulation A, SEC, Securities regulation, Small firms, Tech companies, Underwriting, Venture capital firms

Stuck with Steckman: Why Item 303 Cannot be a Surrogate for Section 11

Posted by Aaron J. Benjamin, Wilson Sonsini Goodrich & Rosati, on Wednesday, May 17, 2017

Tags: Basic, Class actions, Disclosure, Exchange Act, Fraud-on-the-Market, Liability standards, Materiality, Regulation S-K, Rule 10b-5, Section 11, Securities Act, Securities enforcement, Securities litigation, Securities regulation, U.S. federal courts

The Fiduciary Dilemma in Large-Scale Organizations: A Comparative Analysis

Posted by Andrew F. Tuch, Washington University in St. Louis, on Wednesday, May 17, 2017

Tags: Arbitration, Conflicts of interest, Contracts, Duty of loyalty, Fiduciary duties, Financial institutions, Information environment, International governance, Investment banking, Liability standards, UK

Dual-Class: The Consequences of Depriving Institutional Investors of Corporate Voting Rights

Posted by Blair Nicholas and Brandon Marsh, Bernstein Litowitz Berger & Grossmann LLP, on Wednesday, May 17, 2017

Tags: Accountability, Agency costs, Boards of Directors, Dual-class stock, Entrenchment, Institutional Investors, IPOs, Listing standards, Long-Term value, Management, Pension funds, Shareholder rights, Shareholder voting

The Dynamics of Managerial Entrenchment: The Corporate Governance Failure in Anglo-Irish Bank

Posted by Joanne Horton, University of Exeter, on Thursday, May 18, 2017

Tags: Agency costs, Bailouts, Bank boards, Banks, Board dynamics, Boards of Directors, Entrenchment, EU, Financial crisis, Financial institutions, Ireland, Management, Ownership, Risk management, Signaling

Looking Behind the Declining Number of Public Companies

Posted by Les Brorsen, EY, on Thursday, May 18, 2017

Tags: Acquisitions, Capital formation, Capital markets, CHOICE Act, Crowdfunding, International governance, IPOs, Mergers & acquisitions, Public firms, Regulation A, SEC, Securities regulation, Venture capital firms

The Promise of Market Reform: Reigniting America’s Economic Engine

Posted by Adena Friedman, Nasdaq, Inc., on Thursday, May 18, 2017

Tags: Capital formation, Capital markets, Disclosure, IPOs, Long-Term value, NASDAQ, Public firms, Securities litigation, Securities regulation, Shareholder activism, Shareholder proposals, Short-termism, Tech companies