Weekly Roundup: September 1

This roundup contains a collection of the posts published on the Forum during the week of September 1–7, 2017.

Political Uncertainty and Firm Disclosure

Posted by Audra Boone, Texas Christian University, on Friday, September 1, 2017

Tags: Capital markets, Disclosure, Filings, Form 8-K, Information asymmetries, Information environment, Management, Market conditions, Market reaction, SEC, Transparency, Voluntary Disclosure

Corporate Governance—the New Paradigm

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, September 1, 2017

Tags: Board independence, Boards of Directors, Compensation ratios, Engagement, Executive Compensation, Fiduciary duties, International governance, Long-Term value, Public interest, Shareholder activism, Shareholder value, Short-termism, UK, Vanguard

NYDFS Cybersecurity Regulations Take Effect

Posted by Daniel Ilan and Katherine Mooney Carroll, Cleary Gottlieb Steen & Hamilton LLP, on Saturday, September 2, 2017

Tags: Accounting, Compliance and disclosure interpretation, Cybersecurity, Financial regulation, New York, Risk, Risk assessment, State law

CFOs on Boards: Higher Pay, Lower Performance

Posted by Dan Marcec, Equilar, Inc., on Sunday, September 3, 2017

Tags: Agency costs, Boards of Directors, CFOs, Executive Compensation, Management, Outside directors, Overboarding, Shareholder value, TSR

CSX Attracts New CEO and Stock Price Rises Sharply

Posted by Joseph E. Bachelder, McCarter & English LLP, on Monday, September 4, 2017

Tags: Boards of Directors, Equity-based compensation, Executive Compensation, Executive performance, Executive value, Firm performance, Management, Management contracts, Shareholder activism, Shareholder value

The Evolution and Current State of Director Compensation Plans

Posted by John Ellerman, Peter England, and Blaine Martin, Pay Governance LLC, on Tuesday, September 5, 2017

Tags: Board meetings, Boards of Directors, Compensation committees, Director compensation, Equity-based compensation, Incentives, Surveys

Companies Should Maximize Shareholder Welfare Not Market Value

Posted by Oliver D. Hart, Harvard University, on Tuesday, September 5, 2017

Tags: CHOICE Act, Corporate Social Responsibility, ESG, Institutional Investors, Securities regulation, Shareholder value, Shareholder voting

Executive Compensation: A Survey of Theory and Evidence

Posted by Alex Edmans, London Business School; Xavier Gabaix, Harvard University; and Dirk Jenter, London School of Economics, on Wednesday, September 6, 2017

Tags: Agency costs, Compensation disclosure, Equity-based compensation, Executive Compensation, Incentives, Long-Term value, Pay for performance, Rent-seeking, Shareholder value, Stock options

Delaware Supreme Court Reverses Chancellor’s Chicago Bridge Ruling

Posted by Elizabeth Kitslaar, Jones Day, on Wednesday, September 6, 2017

Tags: Accounting, Accounting standards, Acquisition agreements, Audits, Contracts, Delaware cases, Delaware law, External auditors, GAAP, Indemnification, Liability standards, Merger litigation, Mergers & acquisitions

Divided Second Circuit Panel Overrules Prior Newman Insider Trading Decision

Posted by Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Thursday, September 7, 2017

Tags: Inside information, Insider trading, Liability standards, SEC, SEC enforcement, Securities enforcement, Supreme Court, U.S. federal courts

Out of Sight Out of Mind: The Case for Improving Director Independence Disclosure

Posted by Yaron Nili, University of Wisconsin, on Thursday, September 7, 2017

Tags: Board independence, Boards of Directors, Conflicts of interest, Disclosure, Information environment, Institutional Investors, Regulation S-K, Securities regulation, Transparency

Weekly Roundup: September 1–7, 2017