Weekly Roundup: November 3

This roundup contains a collection of the posts published on the Forum during the week of November 3–9, 2017.

Takeovers and (Excess) CEO Compensation

Posted by Isabel Feito-Ruiz (University of Leon) and Luc Renneboog (Tilburg University), on Friday, November 3, 2017

Tags: Agency costs, Equity-based compensation, EU, Europe, Executive Compensation, International governance, Management, Mergers & acquisitions, Pay for performance, Shareholder value, Stock options, Takeovers

Treasury Recommendations for Capital Markets

Posted by Bjorn Bjerke, Lona Nallengara, and Reena Sahni, Shearman & Sterling LLP, on Friday, November 3, 2017

Tags: Capital formation, Capital markets, CFTC, Derivatives, Financial regulation, Institutional Investors, Regulation NMS, SEC, Securities enforcement, Securities litigation, Securities regulation, Treasury Department

New PCAOB Auditor Reporting Standard Analysis

Posted by Michael Scanlon and Lori Zyskowski, Gibson, Dunn & Crutcher LLP, on Saturday, November 4, 2017

Tags: Accounting standards, Audit committee, Contracts, Disclosure, Earnings disclosure, External auditors, Financial reporting, PCAOB

The Impact of Executive Pay Decisions

Posted by Margaret Hylas and Barry Sullivan, Semler Brossy Consulting Group, on Sunday, November 5, 2017

Tags: Boards of Directors, Compensation committees, Equity-based compensation, Executive Compensation, Executive value, Incentives, Management, Pay for performance, Public firms, Say on pay, TSR

How Should a “Sustainable Corporation” Account for Natural Capital?

Posted by Richard Barker and Colin Mayer (University of Oxford), on Monday, November 6, 2017

Tags: Accountability, Accounting, Corporate Social Responsibility, Environmental disclosure, ESG, Financial reporting, Shareholder value, Sustainability

SEC Guidance on Ordinary Business and Economic Relevance Exclusions

Posted by Ning Chiu, Davis Polk & Wardwell LLP, on Monday, November 6, 2017

Tags: Boards of Directors, Compliance and disclosure interpretation, No-action letters, Proxy disclosure, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting

Getting Along with BlackRock

Posted by John C. Wilcox, Morrow Sodali, on Monday, November 6, 2017

Tags: BlackRock, Board composition, Boards of Directors, Disclosure, Engagement, ESG, Index funds, Institutional Investors, Long-Term value, Mutual funds

Impediments to Books and Records Demands

Posted by Christopher B. Chuff, Pepper Hamilton LLP, on Tuesday, November 7, 2017

Tags: Accounting, Boards of Directors, Books and records, Delaware cases, Delaware law, Securities litigation, Shareholder suits

Do Women CEOs Face Greater Shareholder Activism Compared to Male CEOs? A Role Congruity Perspective

Posted by Vishal Gupta (University of Alabama), Sandra Mortal (University of Alabama) and Daniel B. Turban (University of Missouri), on Tuesday, November 7, 2017

Tags: Behavioral finance, Diversity, Executive performance, Filings, Management, Manager characteristics, Schedule 13D, Shareholder activism, Shareholder value

Tax Reform and Executive Compensation

Posted by Bentham W. Stradley and James F. Dickinson, Pay Governance LLC, on Tuesday, November 7, 2017

Tags: Executive Compensation, Executive performance, Incentives, Management, Pay for performance, SEC, Taxation, US House

Canadian Responses to Proxy Access Proposals

Posted by Courteney Keatinge, Glass, Lewis & Co, on Wednesday, November 8, 2017

Tags: Boards of Directors, Canada, Canadian Coalition for Good Governance, Director nominations, Institutional Investors, International governance, Ownership, Proxy access, Proxy voting, Securities regulation, Shareholder proposals

The Golden Leash and the Fiduciary Duty of Loyalty

Posted by Gregory H. Shill, University of Iowa, on Wednesday, November 8, 2017

Tags: Agency costs, Boards of Directors, Confidentiality, Delaware articles, Delaware law, Director compensation, Duty of loyalty, Fiduciary duties, Golden leashes, Hedge funds, Long-Term value, Shareholder activism, Short-termism, Venture capital firms

Tags: Board composition, Boards of Directors, Director compensation, Diversity, Dual-class stock, Executive Compensation, Institutional Investors, institutional Shareholder Services Inc., Pay for performance, Poison pills, Proxy advisors, Shareholder voting, Surveys

Voting Rights and Index Inclusion

Posted by BlackRock, Inc., on Thursday, November 9, 2017

Tags: Accountability, Capital structure, Control rights, Disclosure, Dual-class stock, Index funds, Institutional Investors, Long-Term value, Management, Securities regulation, Shareholder rights, Shareholder voting

Governance and Transparency at the Commission and in Our Markets

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Thursday, November 9, 2017

Tags: Bitcoin, Disclosure, Engagement, Information environment, Investment advisers, Investor protection, Misconduct, Retail investors, SEC, Securities fraud, Securities regulation, Shareholder proposals, Transparency

Weekly Roundup: November 3–9, 2017