Weekly Roundup: July 14

This roundup contains a collection of the posts published on the Forum during the week of July 14–20, 2017.

Lighting Our Capital Markets

Posted by Kara M. Stein, U.S. Securities and Exchange Commission, on Friday, July 14, 2017

Tags: Algorithmic trading, Capital formation, Capital markets, Dark pools, High-frequency trading, Information environment, Market efficiency, Private firms, SEC, SEC enforcement, Securities Act, Securities regulation, Transparency

SEC Chairman Clayton on His Agenda

Posted by Ning Chiu, Davis Polk & Wardwell LLP, on Friday, July 14, 2017

Tags: Compliance and disclosure interpretation, Cybersecurity, Disclosure, Investor protection, Public firms, SEC, SEC rulemaking, Securities regulation, Transparency

Kokesh Raises Questions About Declinations with Disgorgement Under the FCPA Pilot Program

Posted by Alex Young K. Oh and Mark F. Mendelsohn, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Saturday, July 15, 2017

Tags: Anti-corruption, Disgorgement, DOJ, FCPA, Misconduct, SEC, SEC enforcement, Securities enforcement, Supreme Court

Balancing the Governance of Financial Institutions

Posted by David Min, University of California, Irvine, on Sunday, July 16, 2017

Tags: Agency costs, Banks, Dodd-Frank Act, Failed banks, Fiduciary duties, Financial institutions, Financial regulation, Incentives, Risk, Risk oversight, Shadow banking, Shareholder primacy, Systemic risk

The Search for a Long-Term Premium

Posted by Tim Hodgson, Willis Towers Watson, on Monday, July 17, 2017

Tags: Asset management, Engagement, Institutional Investors, Investor horizons, Liquidity, Long-Term value, Shareholder activism, Shareholder value, Short-termism

Board to Death: How Busy Directors Could Cause the Next Financial Crisis

Posted by Jeremy Kress, University of Michigan, on Monday, July 17, 2017

Tags: Banks, Board composition, Board monitoring, Board performance, Boards of Directors, Financial institutions, Misconduct, Overboarding, Oversight, Risk oversight, Risk-taking, Wells Fargo

Communications Challenges for the Post-Activist Proxy Contest World

Posted by Kal Goldberg and Charles Nathan, Finsbury LLC, on Monday, July 17, 2017

Tags: Board communication, Boards of Directors, Engagement, Hedge funds, Institutional Investors, Proxy advisors, Proxy contests, Proxy fights, Settlements, Shareholder activism, Shareholder voting

Director Attention and Firm Value

Posted by Patrick Verwijmeren and Rex Wang Renjie, Erasmus University Rotterdam, on Tuesday, July 18, 2017

Tags: Board independence, Board monitoring, Board performance, Boards of Directors, Director qualifications, Firm performance, Management, Shareholder value, Stock performance

Supreme Court to Hear Challenge to State Court Jurisdiction Over 1933 Act Class Actions

Posted by Inez H. Friedman-Boyce and Brian E. Pastuszenski, Goodwin Procter LLP, on Tuesday, July 18, 2017

Tags: California, Class actions, Jurisdiction, New York, PSLRA, Securities Act, Securities litigation, Shareholder suits, SLUSA, State law, Supreme Court

CalPERS v. IAC: Clear Win for Investors Protecting Shareholder Voting Rights

Posted by Blair Nicholas and Mark Lebovitch, Bernstein Litowitz Berger & Grossmann LLP, on Tuesday, July 18, 2017

Tags: CalPERS, Dual-class stock, Fiduciary duties, Institutional Investors, Ownership, Private benefits of control, Shareholder rights, Shareholder suits, Shareholder voting

The Looming Specter: Post-Closing Fraud Claims in Private Company M&A Litigation

Posted by Eva Davis, Winston & Strawn LLP, on Wednesday, July 19, 2017

Tags: Acquisition agreements, Contracts, Delaware law, Forum selection, Jurisdiction, Liability standards, Merger litigation, Mergers & acquisitions, Reliance, State law

Hedge Fund Activism and the Revision of the Shareholder Rights Directive

Posted by Alessio M. Pacces, Erasmus School of Law in Rotterdam, on Wednesday, July 19, 2017

Tags: Agency costs, Asset management, Capital markets, Dual-class stock, EU, Europe, Fund managers, Hedge funds, Index funds, Institutional Investors, International governance, Long-Term value, Shareholder activism, Shareholder rights, Shareholder value, Short-termism

Weekly Roundup: July 14–20, 2017

Lighting Our Capital Markets

SEC Chairman Clayton on His Agenda

Kokesh Raises Questions About Declinations with Disgorgement Under the FCPA Pilot Program

Balancing the Governance of Financial Institutions

The Search for a Long-Term Premium

Board to Death: How Busy Directors Could Cause the Next Financial Crisis

Communications Challenges for the Post-Activist Proxy Contest World

Director Attention and Firm Value

Supreme Court to Hear Challenge to State Court Jurisdiction Over 1933 Act Class Actions

CalPERS v. IAC: Clear Win for Investors Protecting Shareholder Voting Rights

The Looming Specter: Post-Closing Fraud Claims in Private Company M&A Litigation

Hedge Fund Activism and the Revision of the Shareholder Rights Directive

The Delightful Dozen: Top Governance Advances in 2017

Developments in the Asset Management Industry

“Pre-Populated” Proxy Protocols and the Narrowing of Proxy Participation

How Important are Risk-Taking Incentives in Executive Compensation

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