Weekly Roundup: August 11

This roundup contains a collection of the posts published on the Forum during the week of August 11–17, 2017.

Temporary Relief Under the Volcker Rule to Foreign Banks With Respect to Certain Foreign Private Investment Funds

Posted by Reena Sahni, Shearman & Sterling LLP, on Friday, August 11, 2017

Tags: Banks, Dodd-Frank Act, Financial institutions, Financial regulation, Foreign banks, International governance, Private funds, Volcker Rule

Next Proxy Access Battlefront? SEC Rejects Attempt to Exclude Proxy Access Shareholder Proposal

Posted by Ning Chiu, Davis Polk & Wardwell LLP, on Friday, August 11, 2017

Tags: Boards of Directors, Charter & bylaws, Director nominations, Ownership, Proxy access, Proxy season, Shareholder nominations, Shareholder proposals, Shareholder voting

Volcker Rule: Under Review Until Further Notice

Posted by Dan Ryan and Roberto Rodriguez, PricewaterhouseCoopers LLP, on Saturday, August 12, 2017

Tags: Accounting, Banks, Compliance & ethics, Derivatives, Disclosure, Dodd-Frank Act, Financial institutions, Financial regulation, Financial reporting, Hedge funds, Hedging, Investment banking, Proprietary trading, Treasury Department, Volcker Rule

Brexit: The Great Repeal Bill

Posted by Thomas Donegan, Shearman & Sterling LLP, on Sunday, August 13, 2017

Tags: Banks, Brexit, EU, Europe, Financial institutions, Financial regulation, International governance, Jurisdiction, UK

Swimming Against the Current

Posted by Nick Dawson, Proxy Insight, on Monday, August 14, 2017

Tags: Dual-class stock, Index funds, Institutional Investors, Listing standards, Shareholder proposals, Shareholder rights, Shareholder voting

Chancery Finds Fair Value To Be Less Than Half Merger Price

Posted by Meredith Kotler, Cleary, Gottlieb, Steen & Hamilton LLP, on Monday, August 14, 2017

Tags: Appraisal rights, Delaware cases, Delaware law, Fair values, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Minority shareholders, Shareholder suits

The Remaking of Wall Street

Posted by Andrew F. Tuch, Washington University in St. Louis, on Tuesday, August 15, 2017

Tags: Asset management, Banks, Broker-dealers, Dodd-Frank Act, Financial crisis, Financial institutions, Financial regulation, Hedge funds, Investment banking, Private equity, Shadow banking, SIFIs, Systemic risk

Declassified Boards Are More Likely to Be Diverse

Posted by Grant Bremer, Equilar Inc., on Tuesday, August 15, 2017

Tags: Accountability, Board composition, Board declassification, Boards of Directors, Classified boards, Diversity, Shareholder voting, Staggered boards

The Volcker Rule and Potential Conflicts of Interests in Banks

Posted by Cindy A. Schipani and H. Nejat Seyhun, University of Michigan, on Wednesday, August 16, 2017

Tags: Banks, Conflicts of interest, Dodd-Frank Act, Financial crisis, Financial regulation, Glass-Steagall, Information asymmetries, Information environment, Insider trading, Moral hazard, Proprietary trading, Systemic risk, Volcker Rule

OFAC Breaks New Ground By Penalizing Non-U.S. Companies for Making U.S. Dollar Payments Involving a Sanctioned Country

Posted by Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Wednesday, August 16, 2017

Tags: Disclosure, Financial regulation, International governance, Iran, Misconduct, OFAC, Sanctions, Treasury Department

2017 Proxy Season Review

Posted by Glen T. Schleyer, Sullivan & Cromwell LLP, on Wednesday, August 16, 2017

Tags: Board composition, Board independence, Boards of Directors, Diversity, Equity-based compensation, ESG, Executive Compensation, Institutional Investors, Proxy access, Proxy season, Say on frequency, Say on pay, Shareholder voting

Why Your D&O Policies Should Cover Delaware Appraisal Proceedings

Posted by Peter M. Gillon and Benjamin D. Tievsky, Pillsbury LLP, on Thursday, August 17, 2017

Tags: Activist arbitrageurs, Appraisal rights, Arbitrage, Boards of Directors, D&O insurance, Delaware cases, Delaware law, DGCL, DGCL Section 262, Director liability, Fiduciary duties, Hedge funds, In re Appraisal of Dell, Indemnification, Merger litigation, Mergers & acquisitions, Securities litigation

Delaware’s Most Recent Thinking on the Preferred-Common Conflict

Posted by John L. Hardiman and Melissa Sawyer, Sullivan & Cromwell LLP, on Thursday, August 17, 2017

Tags: Acquisition agreements, Boards of Directors, Contracts, Delaware cases, Delaware law, Dual-class stock, Fiduciary duties, Liquidation, Merger litigation, Mergers & acquisitions, Private equity, Shareholder value

Weekly Roundup: August 11–17, 2017