Weekly Roundup: June 30

This roundup contains a collection of the posts published on the Forum during the week of June 30–July 6, 2017.

What are Boards For? Evidence from Closely Held Firms

Posted by Belén Villalonga, New York University, on Friday, June 30, 2017

Tags: Agency costs, Boards of Directors, Closely-held corporations, Colombia, Controlling shareholders, Corporate forms, Fiduciary duties, Firm performance, International governance, Management, Minority shareholders

After the Annual General Meeting: How Boards Can Prepare for Next Year

Posted by Krystal Gaboury Berrini, CamberView Partners, on Friday, June 30, 2017

Tags: Board meetings, Boards of Directors, Engagement, Institutional Investors, Management, Proxy season, Shareholder proposals, Shareholder voting

Proxy Access: Highlights of the 2017 Proxy Season

Posted by Marc S. Gerber, Skadden, Arps, Slate, Meagher & Flom LLP, on Saturday, July 1, 2017

Tags: Accountability, Charter & bylaws, Hedge funds, No-action letters, Proxy access, Proxy season, Public firms, SEC, Shareholder proposals, Shareholder rights, Shareholder voting, Transparency

A Closer Look at the Findings of Our 2017 Proxy Analysis: A New Normal Meets a New Reality

Posted by Robert Newbury, Willis Towers Watson, on Sunday, July 2, 2017

Tags: Bonuses, Equity-based compensation, Executive Compensation, Executive performance, Incentives, Long-Term value, Management, Pay for performance, Payouts, Shareholder value, TSR

Investor Support Heating Up for Climate Change Proposals

Posted by Lyuba Goltser and Kaitlin Descovich, Weil, Gotshal & Manges LLP, on Monday, July 3, 2017

Tags: Climate change, Disclosure, Engagement, Environmental disclosure, ESG, Institutional Investors, Proxy season, Shareholder proposals, Shareholder voting, Sustainability

Red Light for New Activist Strategy

Posted by Lizanne Thomas & Robert A. Profusek, Jones Day, on Monday, July 3, 2017

Tags: Boards of Directors, Capital allocation, Dividends, Dual-class stock, Fair values, Hedge funds, Proxy contests, Shareholder activism, Shareholder proposals, Shareholder value

Board Reforms and Firm Value: Worldwide Evidence

Posted by Larry Fauver, University of Tennessee, on Tuesday, July 4, 2017

Tags: Audit committee, Board independence, Board monitoring, Boards of Directors, Firm performance, International governance, Legal systems, Oversight, Shareholder value

The “Responsible Corporate Officer Doctrine” Survives to Perplex Corporate Boards

Posted by Michael W. Peregrine, McDermott, Will & Emery LLP, on Wednesday, July 5, 2017

Tags: Compliance & ethics, Corporate fraud, D&O insurance, Director liability, Duty of care, Liability standards, Oversight, Public interest, Risk, Supreme Court

Index Eligibility as Governance Battlefield: Why the System is Not Broken and We Can Live With Dual Class Issuers

Posted by Ethan A. Klingsberg, Cleary Gottlieb Steen & Hamilton LLP, on Wednesday, July 5, 2017

Tags: Accountability, Boards of Directors, Capital structure, Controlling shareholders, Dual-class stock, Entrenchment, Institutional Investors, IPOs, Minority shareholders, Mutual funds, Private ordering, Recapitalization, Shareholder rights, Shareholder voting

Internal Investigations Special Committees Resource

Posted by Gregory A. Markel and Heather E. Murray, Seyfarth Shaw LLP, on Thursday, July 6, 2017

Tags: Antitrust, Audit committee, Boards of Directors, Compliance & ethics, Corporate crime, Corporate fraud, DOJ, Inside counsel, Misconduct, Oversight, Securities enforcement, Special committees

Congressional Lawmakers Push SEC Chairman to Focus on Board Diversity Disclosure

Posted by Ning Chiu, Davis Polk & Wardwell LLP, on Thursday, July 6, 2017

Tags: Board composition, Boards of Directors, Disclosure, Diversity, SEC, Securities regulation, US House

Trap for the Unwary Shareholder Activist: The Latest Tactic by Companies to Tilt the Playing Field in Proxy Contests

Posted by Andrew M. Freedman, Olshan Frome Wolosky LLP, on Thursday, July 6, 2017

Tags: Boards of Directors, Charter & bylaws, Director nominations, Entrenchment, Proxy materials, Proxy voting, Shareholder activism, Shareholder nominations, Shareholder voting, Universal proxy ballots

Weekly Roundup: June 30–July 6, 2017