Weekly Roundup: September 8

This roundup contains a collection of the posts published on the Forum during the week of September 8–14, 2017.

How M&A Agreements Handle the Risks and Challenges of PRC Acquirors

Posted by Ethan Klingsberg, Cleary Gottlieb Steen & Hamilton LLP, on Friday, September 8, 2017

Tags: Acquisition agreements, Antitrust, Arbitration, China, Cross-border transactions, International governance, Mergers & acquisitions, Private equity

The High Cost of Fewer Appraisal Claims in 2017: Premia Down, Agency Costs Up

Posted by Matthew Schoenfeld, Burford Capital, on Friday, September 8, 2017

Tags: Acquisition premiums, Appraisal rights, Delaware articles, Delaware law, Golden parachutes, Management, Merger litigation, Mergers & acquisitions, Shareholder suits

Shareholder Litigation of Externally Managed REIT Allowed to Proceed

Posted by Steven M. Haas and David C. Wright, Hunton & Williams LLP, on Saturday, September 9, 2017

Tags: Agency costs, Boards of Directors, Compensation committees, Conflicts of interest, Delaware cases, Delaware law, Derivative suits, Executive Compensation, Fiduciary duties, Management, REITs, Securities litigation, Shareholder suits

Another Road Leading to Business Judgment Review—Martha Stewart Living Omnimedia

Posted by Gail Weinstein & Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on Sunday, September 10, 2017

Tags: Appraisal rights, Business judgment rule, Conflicts of interest, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, Minority shareholders, Shareholder suits

Forum-Selection Provisions in Corporate “Contracts”

Posted by Helen Hershkoff and Marcel Kahan, New York University School of Law, on Monday, September 11, 2017

Tags: Charter & bylaws, Contracts, Delaware articles, Delaware law, DGCL, Forum selection, Incorporations, Jurisdiction, Merger litigation, Shareholder suits, State law

The Trian/P&G Proxy Contest

Posted by Martin Lipton, Wachtell Lipton Rosen & Katz, on Monday, September 11, 2017

Tags: Boards of Directors, Institutional Investors, Long-Term value, Management, Proxy contests, Shareholder activism, Shareholder value, Shareholder voting

The Effects of Hedge Fund Interventions on Strategic Firm Behavior

Posted by Inder Khurana, University of Missouri-Columbia, on Tuesday, September 12, 2017

Tags: Disclosure, Earnings announcements, Entrenchment, Financial reporting, Forecasting, Hedge funds, Information environment, Management, Shareholder activism, Target firms, Voluntary Disclosure

UK Announces Corporate Governance Reforms

Posted by Martin Mortell, Glass, Lewis & Co., on Tuesday, September 12, 2017

Tags: Board composition, Boards of Directors, Compensation disclosure, Compensation ratios, Corporate governance, Disclosure, Executive Compensation, International governance, Stakeholders, UK

How Should We Regulate Fintech?

Posted by William Magnuson, Texas A&M Law School, on Wednesday, September 13, 2017

Tags: Algorithmic trading, Banks, Bitcoin, Crowdfunding, Dodd-Frank Act, Financial crisis, Financial institutions, Financial regulation, Financial reporting, Financial technology, Innovation, International governance, Market efficiency, Moral hazard, SIFIs, Systemic risk

OCC Stakes Out a Lead Role in Establishing New Deregulatory Agenda

Posted by V. Gerard Comizio & Nathan S. Brownback, Fried, Frank, Harris, Shriver & Jacobson LLP, on Wednesday, September 13, 2017

Tags: Banks, Central banking, CFPB, Deregulation, Donald Trump, FDIC, Federal Reserve, Financial institutions, Financial regulation, Financial technology, Investment Company Act, Liquidity, OCC, Proprietary trading, Volcker Rule

NYSE Delays Implementation on Dividend-Related Announcements

Posted by Lori Zyskowski, Gibson, Dunn & Crutcher LLP, on Thursday, September 14, 2017

Tags: Disclosure, Distributions, Dividends, Information environment, Listing standards, Materiality, NYSE, SEC, Securities regulation

NYSE Rule Change on Dividend-Related Announcements Made Outside Market Hours Now Effective

Posted by Lori Zyskowski, Gibson, Dunn & Crutcher LLP, on Thursday, September 14, 2017

Tags: Disclosure, Distributions, Dividends, Information environment, Listing standards, Materiality, NYSE, SEC, Securities regulation

Resolution as a Macroprudential Regulatory Tool

Posted by Steven Schwarcz, Duke University, on Thursday, September 14, 2017

Tags: Bankruptcy, Capital requirements, Debtor-creditor law, Financial crisis, Financial institutions, Financial regulation, Liquidity, Macroeconomics, Moral hazard, Prudence, Recovery & resolution plans, SIFIs, Systemic risk

Weekly Roundup: September 8–14, 2017