Weekly Roundup: May 26–June 1, 2017

This roundup contains a collection of the posts published on the Forum during the week of May 26–June 1, 2017.

Bank Governance and Systemic Stability: The “Golden Share” Approach

Posted by Saule T. Omarova, Cornell University, on Friday, May 26, 2017

Tags: Bailouts, Banks, Financial crisis, Financial institutions, Oversight, Risk oversight, Shocks, SIFIs, Stakeholders, Systemic risk, Too big to fail

Snap and the Rise of No-Vote Common Shares

Posted by Ken Bertsch, Council of Institutional Investors, on Friday, May 26, 2017

Tags: Accountability, Agency costs, Boards of Directors, Dual-class stock, Entrenchment, Institutional Investors, IPOs, Listing standards, SEC, Securities regulation, Shareholder rights, Shareholder voting

Financial Scholars Oppose Eliminating “Orderly Liquidation Authority” As Crisis-Avoidance Restructuring Backstop

Posted by Mark J. Roe, Harvard Law School, on Friday, May 26, 2017

Tags: Bankruptcy, CHOICE Act, Dodd-Frank Act, FDIC, Financial crisis, Financial institutions, Financial regulation, Liquidation, Restructurings, SIFIs, Systemic risk

Potential Regulatory Relief—Financial CHOICE Act 2.0

Posted by John Ellerman, Pay Governance LLC, on Saturday, May 27, 2017

Tags: CHOICE Act, Clawbacks, Compensation disclosure, Compensation ratios, Dodd-Frank Act, Executive Compensation, Incentives, Management, Say on pay, Securities regulation

The Origins of Corporate Social Responsibility

Posted by Eric C. Chaffee, University of Toledo, on Sunday, May 28, 2017

Tags: Compliance & ethics, Corporate forms, Corporate Social Responsibility, Disclosure, Duty of good faith, ESG, Stakeholders

M&A Deal Terms in 2017: What Can Deal Teams Expect?

Posted by Robbie McLaren and Nick Cline, Latham & Watkins LLP, on Monday, May 29, 2017

Tags: Acquisition agreements, Cross-border transactions, Deal protection, EU, Europe, International governance, Leveraged acquisitions, Mergers & acquisitions, Taxation, UK

2017 Venture Capital Report

Posted by Mick Bain and Lia Der Marderosian, Wilmer Cutler Pickering Hale and Dorr LLP, on Tuesday, May 30, 2017

Tags: Capital formation, Equity-based compensation, Executive Compensation, Firm valuation, IPOs, Liquidity, Management, Private equity, Stock options, Tech companies, Venture capital firms

Cybersecurity Must Be High on the Board Agenda

Posted by David A. Katz and Laura A. McIntosh, Wachtell Lipton Rosen & Katz, on Tuesday, May 30, 2017

Tags: Board communication, Boards of Directors, Compliance & ethics, Cybersecurity, Disclosure, Risk committee, Risk disclosure, Risk management, Risk oversight, SEC, Securities regulation

Dancing with Activists

Posted by Lucian A. Bebchuk, Alon Brav, Wei Jiang, and Thomas Keusch, on Tuesday, May 30, 2017

Tags: Board composition, Board turnover, Boards of Directors, Executive performance, Executive turnover, Firm performance, Hedge funds, Ousting directors, Proxy fights, Proxy voting, Rent-seeking, Settlements, Shareholder activism, Target firms

Clarity on the “Quasi-Appraisal” Remedy and Post-Closing Claims

Posted by Ignacio E. Salceda, Wilson Sonsini Goodrich & Rosati, on Wednesday, May 31, 2017

Tags: Boards of Directors, Delaware cases, Delaware law, Disclosure, Fiduciary duties, Liability standards, Merger litigation, Mergers & acquisitions, Shareholder suits

U.S. Proxy Season Half-Time Update

Posted by John Roe, Institutional Shareholder Services, Inc., on Wednesday, May 31, 2017

Tags: Boards of Directors, Disclosure, ESG, Executive Compensation, Institutional Investors, Say on frequency, Say on pay, Shareholder proposals, Shareholder voting, Sustainability

What’s (Still) Wrong with Credit Ratings

Posted by Frank Partnoy, University of San Diego, on Wednesday, May 31, 2017

Tags: Accountability, Credit risk, Defaults, Dodd-Frank Act, Financial crisis, Financial regulation, Oversight, Ratings agencies, Regulation FD, Risk oversight, Securities regulation, Transparency

Potential Liability for PE Firms When Preferred Stock Is Redeemed by a Non-Independent Board—Hsu v. ODN

Posted by Gail Weinstein & Robert C. Schwenkel, Fried, Frank, Harris, Shriver & Jacobson LLP, on Thursday, June 1, 2017

Tags: Boards of Directors, Delaware cases, Delaware law, Dual-class stock, Fairness review, Fiduciary duties, Liability standards, Long-Term value, Merger litigation, Mergers & acquisitions, Shareholder suits, Shareholder value

Proxies and Databases in Financial Misconduct Research

Posted by Jonathan Karpoff, University of Washington, on Thursday, June 1, 2017

Tags: Accounting, Class actions, Disclosure, GAO, Misconduct, Misreporting, Restatements, SEC, SEC enforcement, Securities enforcement, Securities fraud

2017 M&A Report

Posted by Mick Bain and Lia Der Marderosian, Wilmer Cutler Pickering Hale and Dorr LLP, on Thursday, June 1, 2017

Tags: Acquisition agreements, Deal protection, Disclosure, Earnouts, International governance, Mergers & acquisitions, Poison pills, Private equity, SEC, Securities regulation, Takeover defenses, Venture capital firms