Weekly Roundup: September 15

This roundup contains a collection of the posts published on the Forum during the week of September 15–21, 2017.

Equifax Data Breach: Preliminary Lessons for the Adoption and Implementation of Insider Trading Policies

Posted by Cam C. Hoang and Gary L. Tygesson, Dorsey & Whitney LLP, on Friday, September 15, 2017

Tags: Compliance & ethics, Cybersecurity, Disclosure, Equifax, Filings, Inside information, Insider trading, Liability standards, Management, Misconduct, Reporting regulation, Risk management, Rule 10b-5, SEC, Section 10(b), Securities regulation, Transparency

Better Directors or Distracted Directors? An International Analysis of Busy Boards

Posted by Stephen P. Ferris, University of Missouri; Narayanan Jayaraman, Georgia Institute of Technology; and Stella Liao, Illinois State University, on Saturday, September 16, 2017

Tags: Board composition, Board performance, Boards of Directors, Corporate culture, Director compensation, Director nominations, Director qualifications, Diversity, Europe, Firm valuation, International governance, Management, Overboarding, Proxy advisors, Social networks

IRS Guidance on Stock Distributions for Publicly Offered REITs and RICs

Posted by Latham & Watkins LLP, on Sunday, September 17, 2017

Tags: Distributions, Dividends, Internal Revenue Code, IRS, REITs, Taxation

Making Sure Your “Choice-of-Law” Clause Chooses All of the Laws of the Chosen Jurisdiction

Posted by Glenn West, Weil, Gotshal & Manges LLP, on Monday, September 18, 2017

Tags: Acquisition agreements, Contracts, Delaware law, Forum selection, Jurisdiction, Merger litigation, Mergers & acquisitions, Statute of limitations

Investment Stewardship 2017 Annual Report

Posted by F. William McNabb III and Glenn Booraem, Vanguard, on Monday, September 18, 2017

Tags: Boards of Directors, Climate change, Diversity, Engagement, Executive Compensation, Institutional Investors, Institutional voting, Long-Term value, Oversight, Risk oversight, Shareholder meetings, Stewardship, Vanguard

Is There Hope for Change? The Evolution of Conceptions of “Good” Corporate Governance

Posted by Lynne L. Dallas, University of San Diego, on Tuesday, September 19, 2017

Tags: Accountability, Agency costs, Agency model, Behavioral finance, Corporate governance, Institutional Investors, Long-Term value, Macroeconomics, Management, Risk management, Shareholder primacy, Shareholder value, Short-termism, Stakeholders, Sustainability

NYC Pension Funds Boardroom Accountability Project Version 2.0

Posted by CamberView Partners, on Tuesday, September 19, 2017

Tags: Accountability, Board composition, Board performance, Boards of Directors, Director qualifications, Disclosure, Diversity, Engagement, ESG, Institutional Investors, New York, Pension funds, Proxy access, Shareholder proposals

Reforms to UK Corporate Governance

Posted by Simon Jay, Melissa Reid and Dan Tierney, Cleary Gottlieb Steen & Hamilton LLP, on Tuesday, September 19, 2017

Tags: Boards of Directors, Compensation committees, Compensation disclosure, Compensation ratios, Engagement, Executive Compensation, Governance reform, Incentives, International governance, Private firms, Say on pay, Stakeholders, Transparency, UK

Sharing the Lead: Examining the Causes and Consequences of Lead Independent Director Appointment

Posted by Ryan Krause, Texas Christian University; Mike Withers, Texas A&M University; and Matthew Semadeni, Arizona State University, on Wednesday, September 20, 2017

Tags: Agency costs, Agency model, Board independence, Board leadership, Board performance, Boards of Directors, Firm performance, Management, Non-executive chairman, Succession

Vanguard’s Investor Stewardship

Posted by Ning Chiu, Davis Polk & Wardwell LLP, on Thursday, September 21, 2017

Tags: Board composition, Boards of Directors, Climate change, Diversity, Engagement, Environmental disclosure, ESG, Institutional Investors, Shareholder value, Sustainability, Vanguard

Delaware Blockchain Initiative: Revitalizing European Companies’ Funding Efforts

Posted by André Eggert and Yamila Eraso, Lacore Rechtsanwälte LLP, on Thursday, September 21, 2017

Tags: Blockchain, Capital formation, Contracts, Cross-border transactions, Delaware Blockchain Initiative, Delaware law, DGCL, Equity offerings, EU, Europe, Financial technology, Germany, Incorporations, International governance, Securities regulation, Venture capital firms

Weekly Roundup: September 15–21, 2017