Weekly Roundup: August 18

This roundup contains a collection of the posts published on the Forum during the week of August 18–24, 2017.

Losing Stockholder Standing to Assert and Enforce Corporate Inspection Rights

Posted by Jacqueline Rubin and Matthew Stachel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Friday, August 18, 2017

Tags: Books and records, Delaware cases, Delaware law, Discovery, Merger litigation, Mergers & acquisitions, Shareholder rights, Shareholder suits, Standing, Tender offer

Regulating Motivation: A New Perspective on the Volcker Rule

Posted by Marcel Kahan and Ryan Bubb, New York University, on Friday, August 18, 2017

Tags: Banker bonuses, Banks, Broker-dealers, Compensation guidelines, Compliance and disclosure interpretation, Dodd-Frank Act, Financial institutions, Incentives, Labor markets, Proprietary trading, Risk-taking, Volcker Rule

Information Asymmetries Conceal Fraud and Systemic Risks in the U.S. Banking Industry

Posted by Beckwith B. Miller, Ethics Metrics LLC, on Saturday, August 19, 2017

Tags: Banks, Capital requirements, Deposit insurance, Disclosure, Dodd-Frank Act, FDIC, Financial institutions, Financial regulation, Financial reporting, FSOC, Information asymmetries, Information environment, Investor protection, SEC, Stress tests, Systemic risk, Transparency

Sales Practices: Third-Party Risk Management Matters Too

Posted by Dan Ryan, PricewaterhouseCoopers LLP, on Sunday, August 20, 2017

Tags: Banks, Compliance & ethics, Due diligence, Financial institutions, Financial regulation, Oversight, Reputation, Risk, Risk management, Wells Fargo

Private Equity and Financial Fragility During the Crisis

Posted by Shai Bernstein, Stanford Graduate School of Business, on Monday, August 21, 2017

Tags: Capital formation, Debt securities, Equity offerings, Financial crisis, Firm performance, International governance, Private equity, Systemic risk, UK

Activist Investors’ Approaches to Targeting Boards

Posted by Jack “Rusty” O’Kelley III, Russell Reynolds Associates, on Monday, August 21, 2017

Tags: Board performance, Boards of Directors, Charter & bylaws, Director nominations, Director qualifications, Engagement, Firm performance, Ousting directors, Proxy contests, Shareholder activism

2017 Securities and M&A Litigation Mid-Year Review

Posted by Roger Cooper and Jared Gerber, Cleary Gottlieb Steen & Hamilton LLP, on Tuesday, August 22, 2017

Tags: Appraisal rights, Class actions, Delaware cases, Delaware law, Disclosure, Disgorgement, Fraud-on-the-Market, Merger litigation, Mergers & acquisitions, Securities litigation, Statute of limitations, Supreme Court, Tolling

Governance through Shame and Aspiration: Index Creation and Corporate Behavior in Japan

Posted by Charles C.Y. Wang, Harvard Business School, on Tuesday, August 22, 2017

Tags: Accounting, Behavioral finance, Capital markets, Firm performance, Firm valuation, Incentives, International governance, Japan, Listing standards, Profitability, Public perception, Reputation, Stock returns

Delaware Court of Chancery Extends Business Judgment Protection to Control Shareholders Selling to a Third Party

Posted by Theodore N. Mirvis, Wachtell, Lipton, Rosen & Katz, on Tuesday, August 22, 2017

Tags: Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions

ISS Releases Surveys for 2018 Policy Updates

Posted by Elizabeth Ising and Maia Gez, Gibson, Dunn & Crutcher LLP, on Wednesday, August 23, 2017

Tags: Board composition, Boards of Directors, Compensation ratios, Diversity, Dual-class stock, Executive Compensation, Institutional Investors, ISS, Pay for performance, Poison pills, Proxy advisors, Proxy voting, Shareholder voting, Surveys, Virtual meetings

The Era of Private Ordering for Corporate Governance

Posted by Gary L. Tygesson, Dorsey & Whitney LLP, on Wednesday, August 23, 2017

Tags: Compensation disclosure, Corporate Social Responsibility, Disclosure, Diversity, Dodd-Frank Act, Environmental disclosure, ESG, Executive Compensation, Human capital, Institutional Investors, Private ordering, Say on pay, Securities regulation, Sustainability, Voluntary Disclosure

Delaware Court of Chancery Extends Business Judgment Rule Deference to Controller Transactions Involving Third-Parties

Posted by Jason M. Halper and James M. Fee, Cadwalader, Wickersham & Taft LLP, on Thursday, August 24, 2017

Tags: Business judgment rule, Class actions, Conflicts of interest, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, Minority shareholders

Board Oversight of Long-Term Value Creation and Preservation

Posted by Tim Leech, Risk Oversight Solutions Inc., on Thursday, August 24, 2017

Tags: Boards of Directors, Executive Compensation, Incentives, Information environment, Institutional Investors, Internal auditors, Long-Term value, Management, Oversight, Proxy advisors, Risk, Risk assessment, Risk management, Risk oversight, Short-termism

Weekly Roundup: August 18–24, 2017