Weekly Roundup: November 17-22, 2017

This roundup contains a collection of the posts published on the Forum during the week of November 17-22, 2017.

Congruence in Governance: Evidence from Creditor Monitoring of Corporate Acquisitions

Posted by David Becher, Thomas Griffin, and Greg Nini (Drexel University), on Friday, November 17, 2017

Tags: Agency costs, Contracts, Control rights, Covenants, Debtor-creditor law, Entrenchment, Market reaction, Mergers & acquisitions, Risk, Shareholder value

A Practical Guide to Virtual-Only Shareholder Meetings

Posted by Steven M. Haas and Charles L. Brewer, Hunton & Williams LLP , on Friday, November 17, 2017

Tags: Board communication, Boards of Directors, Charter & bylaws, Delaware law, Engagement, Exchange Act, Financial reporting, Proxy contests, Rule 14a-8, Shareholder meetings, Shareholder proposals, Shareholder voting, State law, Virtual meetings

Introduction to the Tax Cuts and Jobs Act

Posted by Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Saturday, November 18, 2017

Tags: Capital allocation, Capital gains, Corporate forms, Equity-based compensation, Executive Compensation, Foreign firms, Internal Revenue Code, International governance, Pay for performance, Private equity, Stock options, Taxation, US House

ISS Final 2018 Voting Policies

Posted by Andrew R. Brownstein, David A. Katz, and Andrea K. Wahlquist, Wachtell, Lipton, Rosen & Katz, on Sunday, November 19, 2017

Tags: Board composition, Boards of Directors, Compensation committees, Diversity, Engagement, ISS, Poison pills, Proxy advisors, Shareholder rights, Shareholder voting

Stock Trades of SEC Employees

Posted by Shivaram Rajgopal (Columbia Business School) and Roger M. White (Arizona State University), on Monday, November 20, 2017

Tags: Insider trading, Mutual funds, Profitability, Retail investors, SEC, SEC investigations, Securities enforcement, Securities regulation, Stock returns, Transparency, Whistleblowers

Second Circuit Analysis of Fraud-on-the-Market Doctrine

Posted by Brad S. Karp, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Monday, November 20, 2017

Tags: Basic, Class actions, Fraud-on-the-Market, Misreporting, Reliance, Securities enforcement, Securities fraud, U.S. federal courts

Analysis of SEC Guidance on Shareholder Proposals

Posted by Troy Paredes, Allie Rutherford, and Sharo Atmeh, CamberView Partners, on Monday, November 20, 2017

Tags: Boards of Directors, Engagement, Institutional Investors, No-action letters, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder proposals

Impact of Tax Reform Bill on Executive Compensation

Posted by Scott P. Spector, Marshall Mort, and Sarah Ghulamhussain, Fenwick & West LLP, on Tuesday, November 21, 2017

Tags: Equity-based compensation, Executive Compensation, Incentives, Internal Revenue Code, Pay for performance, Section 409B, Stock options, Taxation, US House

General Counsel Pay Trends

Posted by Matthew Goforth, Equilar, Inc., on Tuesday, November 21, 2017

Tags: Compensation ratios, Equity-based compensation, Executive Compensation, Firm performance, General counsel, Inside counsel, Pay for performance, Say on pay, Stock options, TSR

Corporate Governance as Privately-Ordered Public Policy: A Proposal

Posted by Lynn Stout and Sergio Gramitto (Cornell Law School), on Tuesday, November 21, 2017

Tags: Corporate governance, Institutional Investors, Mutual funds, Ownership, Private ordering, Proxy advisors, Public interest, Shareholder voting

SEC Guidance On Rule 701(e) Financial Statement Confidentiality

Posted by Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Wednesday, November 22, 2017

Tags: Compliance and disclosure interpretation, Confidentiality, Cybersecurity, Disclosure, Equity-based compensation, Financial reporting, Privacy, Private firms, Rule 701(e), SEC, Securities regulation

Crowdfunding Signals

Posted by Darian M. Ibrahim (William & Mary Law School), on Wednesday, November 22, 2017

Tags: Capital formation, Crowdfunding, Information environment, JOBS Act, Private equity, Regulation D, Securities regulation, Signaling, Small firms, Venture capital firms

ISS’ 2018 Policy Changes for U.S. Companies

Posted by CamberView Partners, on Wednesday, November 22, 2017

Tags: Board composition, Boards of Directors, Compensation disclosure, Compensation ratios, Director compensation, Disclosure, Diversity, Executive Compensation, Institutional Investors, ISS, Poison pills, Proxy advisors, Say on pay, Shareholder proposals, Shareholder voting