Weekly Roundup: September 29

This roundup contains a collection of the posts published on the Forum during the week of September 29–October 5, 2017.

Long-Term Pay-For-Performance Alignment

Posted by Aubrey E. Bout and Blaine Martin, Pay Governance LLC, on Friday, September 29, 2017

Tags: Boards of Directors, Compensation committees, Executive Compensation, Incentives, Institutional Investors, Management, Proxy advisors, Say on pay, Shareholder value, TSR

Activism and Board Diversity

Posted by David A. Katz & Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, September 29, 2017

Tags: Accountability, Asset management, BlackRock, Board composition, Board performance, Boards of Directors, Diversity, Engagement, ESG, Hedge funds, Institutional Investors, Pension funds, Shareholder activism

Corporate Debt Maturity Profiles

Posted by Jaewon Choi (University of Illinois), Dirk Hackbarth (Boston University), and Josef Zechner (Vienna University of Economics and Business), on Saturday, September 30, 2017

Tags: Bonds, Capital structure, Corporate debt, Cost of capital, Debt, Debt securities, Debt-equity ratio, Financial policies, Financial regulation, Leverage, Liquidity, Risk management

SEC (Limited) Guidance on Pay-Ratio Disclosure

Posted by Cydney Posner, Cooley LLP, on Sunday, October 1, 2017

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

Corporate Governance: Stakeholders

Posted by Martin Lipton, Wachtell Lipton Rosen & Katz, on Sunday, October 1, 2017

Tags: Accountability, Board composition, Board leadership, Boards of Directors, Corporate Social Responsibility, Decision making, Director nominations, Engagement, ESG, Fiduciary duties, International governance, Long-Term value, Reputation, Stakeholders, UK

Are Mutual Fund Managers Paid for Investment Skill?

Posted by Ron Kaniel, University of Rochester Simon Business School, on Monday, October 2, 2017

Tags: Accounting, Agency costs, Asset management, Bonuses, Fund performance, Incentives, Institutional Investors, International governance, Management, Mutual funds, Pay for performance, Sweden

Delaware’s Loss of Top Spot for Lawsuit Climate

Posted by Ning Chiu, Davis Polk & Wardwell LLP, on Monday, October 2, 2017

Tags: Charter & bylaws, Delaware law, Fee-Shifting, Forum selection, Incorporations, Liability standards, Merger litigation, Securities litigation, State law, Surveys

Finding Common Ground on Shareholder Proposals

Posted by Keith F. Higgins, Ropes & Gray LLP, on Tuesday, October 3, 2017

Tags: CHOICE Act, Institutional Investors, Ownership, Proxy voting, Securities regulation, Shareholder proposals, Shareholder voting

Improving SEC Regulations with Investor Ordering

Posted by Scott Hirst, Harvard Law School, on Tuesday, October 3, 2017

Tags: Agency costs, Blockholders, Capital markets, Contracts, Cost-benefit analysis, Disclosure, Financial regulation, Institutional Investors, Ownership, Private ordering, SEC, Securities regulation, Shareholder value

The Long-Term Consequences of Short-Term Incentives

Posted by Alex Edmans, London Business School; Vivian W. Fang, University of Minnesota; and Allen Huang, Hong Kong University of Science and Technology, on Wednesday, October 4, 2017

Tags: Agency costs, Equity-based compensation, Executive Compensation, Executive performance, Incentives, Long-Term value, Management, Mergers & acquisitions, Repurchases, Shareholder value, Short-termism

CEO and Executive Compensation Practices: 2017 Edition

Posted by Matteo Tonello, The Conference Board, Inc., on Wednesday, October 4, 2017

Tags: Compensation disclosure, Equity-based compensation, Executive Compensation, Incentives, Institutional Investors, Management, Pay for performance, Say on pay, Shareholder voting, Stock options

Lessons from the ISS Report on the Trian/P&G Proxy Contest

Posted by Martin Lipton and Sabastian V. Niles, Wachtell Lipton Rosen & Katz, on Wednesday, October 4, 2017

Tags: Board composition, Board performance, Boards of Directors, Director nominations, ISS, Management, Proxy advisors, Proxy contests, Proxy voting, Shareholder activism, Shareholder voting, TSR

The Inner Workings of the Board: Evidence from Emerging Markets

Posted by Ralph de Haas, EBRD; Daniel Ferreira, London School of Economics; and Tom Kirchmaier, University of Manchester, on Thursday, October 5, 2017

Tags: Board composition, Board independence, Board monitoring, Boards of Directors, Controlling shareholders, Decision making, Emerging markets, Institutional Investors, International governance, Legal systems

The Equifax Hack, SEC Data Breach, and Issuer Disclosure Obligations

Posted by Megan Gordon and Daniel Silver, Clifford Chance, on Thursday, October 5, 2017

Tags: Compliance and disclosure interpretation, Cybersecurity, Disclosure, EDGAR, EquifaxForm 8-K, Risk, Risk management, SEC, SEC enforcement, Securities enforcement

Weekly Roundup: September 29–October 5, 2017