Weekly Roundup: September 22

This roundup contains a collection of the posts published on the Forum during the week of September 22–28, 2017.

Forging Ahead with “Entire Fairness,” or Playing it Safer (Procedurally Speaking)

Posted by Paul S. Scrivano, Jane D. Goldstein, and Sarah H. Young, Ropes & Gray LLP, on Friday, September 22, 2017

Tags: Appraisal rights, Business judgment rule, Contracts, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Minority shareholders, Misconduct, Shareholder suits

Activism: The State of Play

Posted by Martin Lipton, Wachtell Lipton Rosen & Katz, on Saturday, September 23, 2017

Tags: Boards of Directors, Hedge funds, Institutional Investors, Long-Term value, Management, Mergers & acquisitions, Private equity, Proxy contests, Shareholder activism, Shareholder value, Shareholder voting, Short-termism

New Disclosure Requirements in Form ADV

Posted by Mayer Brown LLP, on Saturday, September 23, 2017

Tags: Compliance and disclosure interpretation, Conflicts of interest, Cybersecurity, Derivatives, Disclosure, Form ADV, Investment advisers, Investment Advisers Act, Private funds, SEC, Securities regulation, Social media

President Trump Blocks Chinese Acquisition of Lattice Semiconductor Corporation

Posted by Michael Gershberg and Justin Schenck, Fried, Frank, Harris, Shriver & Jacobson LLP, on Sunday, September 24, 2017

Tags: Acquisition agreements, CFIUS, China, Cross-border transactions, Donald Trump, Foreign firms, International governance, Mergers & acquisitions, Risk, SEC

Newly Adopted Fed Rules: Limiting Buy-Side Remedies in Financial Institutions

Posted by Leigh Fraser and Molly Moore, Ropes & Gray LLP, on Monday, September 25, 2017

Tags: Bankruptcy, Contracts, Cross-border transactions, Derivatives, Dodd-Frank Act, Federal Reserve, Financial institutions, International governance, ISDA, Jurisdiction, OTC derivatives, Repurchases, Resolution authority, Securities lending

Merger Negotiations in the Shadow of Judicial Appraisal

Posted by Brian Broughman, Indiana University; Audra Boone, Texas Christian University; and Antonio Macias, Baylor University, on Monday, September 25, 2017

Tags: Acquisition premiums, Appraisal rights, Arbitrage, Bidders, Delaware articles, Delaware law, In re Appraisal of DFC Global, Merger litigation, Mergers & acquisitions, Minority shareholders, Takeover premiums, Target firms

SEC’s Latest Guidance on Pay Ratio Rule

Posted by Davis Polk & Wardwell LLP, on Tuesday, September 26, 2017

Tags: Compensation disclosure, Compensation ratios, Compliance and disclosure interpretation, Dodd-Frank Act, Executive Compensation, Regulation S-K, SEC, SEC rulemaking, Securities regulation

Enjoying the Quiet Life: Corporate Decision-Making by Entrenched Managers

Posted by Naoshi Ikeda, Kotaro Inoue, and Sho Watanabe, Tokyo Institute of Technology , on Tuesday, September 26, 2017

Tags: Agency costs, Behavioral finance, Board monitoring, Boards of Directors, Decision making, Entrenchment, Firm performance, Incentives, Institutional monitoring, International governance, Japan, Management, Managerial style, Market efficiency, Peer effects, Risk-taking, Shared ownership, Shareholder value

Oversight of the U.S. Securities and Exchange Commission

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Tuesday, September 26, 2017

Tags: Broker-dealers, Capital formation, Compensation ratios, Cybersecurity, Disclosure, EDGAR, Financial technology, Investment advisers, Oversight, SEC, SEC enforcement, Securities enforcement, Securities regulation

CEOs and ISS’ Proxy Contest Framework

Posted by Institutional Shareholder Services, Inc., on Wednesday, September 27, 2017

Tags: Accountability, Boards of Directors, Corporate culture, Director nominations, Executive turnover, Hedge funds, Institutional voting, ISS, Management, Proxy advisors, Proxy contests, Proxy fights, Proxy season, Shareholder activism, Shareholder value

What Makes the Bonding Stick? Testing the Legal Bonding Hypothesis

Posted by Amir Licht, Interdisciplinary Center Herzliya, on Wednesday, September 27, 2017

Tags: Adverse selection, Behavioral finance, Class actions, Cross-border transactions, Disclosure, Incentives, International governance, Investor protection, Listing standards, Market reaction, Reputation, Securities enforcement, Securities fraud, Signaling, Stock returns, Supreme Court

The Evolution of the Private Equity Market and the Decline in IPOs

Posted by Michael Ewens, California Institute of Technology, and Joan Farre-Mensa, Cornerstone Research, on Thursday, September 28, 2017

Tags: Blue sky laws, Capital formation, Deregulation, Hedge funds, Institutional Investors, IPOs, Mergers & acquisitions, Private equity, Private firms, Securities regulation, Tech companies, Venture capital firms

Activism’s New Paradigm

Posted by Gregory Taxin, Spotlight Advisors, on Thursday, September 28, 2017

Tags: Boards of Directors, Engagement, Hedge funds, Institutional Investors, Long-Term value, Proxy contests, Proxy fights, Proxy voting, Shareholder activism, Shareholder value, Shareholder voting

Weekly Roundup: September 22–28, 2017