Weekly Roundup: November 23-30, 2017

This roundup contains a collection of the posts published on the Forum during the week of November 23-30, 2017.

Peer Information and Empowered Voters: Evidence from Voting on Shareholder Proposals

Posted by Xiao Li (Central University of Finance and Economics), Jeffrey Ng (Hong Kong Polytechnic University), and Hong Wu (Hong Kong Polytechnic University), on Friday, November 24, 2017

Tags: Accounting, Boards of Directors, Disclosure, Financial reporting, Information environment, Peer groups, Securities regulation, Shareholder proposals, Shareholder value, Shareholder voting

Analysis of SEC Shareholder Proposal Guidance

Posted by Sandra Flow and Mary Alcock, Cleary Gottlieb Steen & Hamilton LLP, on Friday, November 24, 2017

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

Five Ways to Improve Your Compensation Disclosure

Posted by Jeannemarie O’Brien and Erica E. Bonnett, Wachtell, Lipton, Rosen & Katz, on Saturday, November 25, 2017

Tags: Boards of Directors, Compensation committees, Compensation disclosure, Compensation ratios, Engagement, Equity-based compensation, Executive Compensation, Institutional Investors, Pay for performance, Peer groups, Securities regulation

Comparison of House and Senate “Tax Cuts and Job Acts” Bills

Posted by Maureen J. Gorman, Debra B. Hoffman, and Ryan J. Liebl, Mayer Brown LLP, on Sunday, November 26, 2017

Tags: Equity-based compensation, Executive Compensation, Internal Revenue Code, Securities regulation, Stock options, Taxation, US House

Finance and Corporate Innovation: A Survey

Posted by Jie (Jack) He (University of Georgia) and Xuan Tian (Tsinghua University), on Monday, November 27, 2017

Tags: Capital allocation, Capital markets, Entrepreneurs, Financial policies, Innovation, Long-Term value, Market reaction, R&D, Short-termism, Surveys, Tech companies, Venture capital firms

Gender Diversity Index

Posted by Dan Marcec, Equilar Inc., on Monday, November 27, 2017

Tags: Board composition, Board dynamics, Boards of Directors, Diversity

Short Activism: The Rise in Anonymous Online Short Attacks

Posted by Jeff Katz and Annie Hancock, Ropes & Gray LLP, on Monday, November 27, 2017

Tags: Engagement, Information environment, Institutional Investors, Market reaction, Shareholder activism, Shareholder communications, Short sales, Social media

Cybersecurity Risks in M&A Transactions

Posted by Jennifer H. Thiem and James E. Scheuermann, K&L Gates LLP, on Tuesday, November 28, 2017

Tags: Acquisition agreements, Cybersecurity, Due diligence, Mergers & acquisitions, Privacy, R&W insurance, Risk assessment, Risk management

Founder Replacement and Startup Performance

Posted by Michael Ewens (California Institute of Technology), and Matt Marx (Boston University), on Tuesday, November 28, 2017

Tags: Agency costs, Boards of Directors, Controlling shareholders, Executive turnover, Firm performance, Management, Private equity, Small firms, Tech companies, Venture capital firms

Analysis of Section 220 Demand Request

Posted by David Berger, Brad Sorrels, and Katherine Henderson, Wilson Sonsini Goodrich & Rosati, on Tuesday, November 28, 2017

Tags: Books and records, Delaware cases, Delaware law, DGCL, DGCL Section 220, Discovery, Securities litigation, Shareholder suits

Horizontal Shareholding and Antitrust Policy

Posted by Fiona M. Scott Morton (Yale University) and Herbert Hovenkamp (University of Pennsylvania), on Wednesday, November 29, 2017

Tags: Antitrust, Clayton Act, Conflicts of interest, Index funds, Institutional Investors, Mergers & acquisitions, Mutual funds, Ownership, Securities enforcement

Analysis of ISS’ QualityScore Updates

Posted by John P. Kelsh, Holly J. Gregory, and Rebecca Grapsas, Sidley Austin LLP, on Wednesday, November 29, 2017

Tags: Board composition, Board independence, Board tenure, Boards of Directors, Classified boards, Diversity, Institutional Investors, ISS, Proxy advisors, Proxy voting, Shareholder voting

Governance Improvements in 2017

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Wednesday, November 29, 2017

Tags: Australia, Board composition, Board performance, Board turnover, Boards of Directors, Canada, Diversity, Executive Compensation, International governance, Overboarding, Proxy access, Say on pay, Shareholder voting, UK

Virtual-Only Shareholder Meetings: Streamlining Costs or Cutting Shareholders Out?

Posted by Robert Richardson, Glass, Lewis & Co., on Thursday, November 30, 2017

Tags: Boards of Directors, Engagement, Institutional Investors, Proxy advisors, Proxy voting, Shareholder meetings, Shareholder rights, Virtual meetings

Does Financial Misconduct Affect the Future Compensation of Alumni Managers?

Posted by Boris Groysberg (Harvard Business School), Eric Lin (United States Military Academy), and George Serafeim (Harvard Business School), on Thursday, November 30, 2017

Tags: Executive Compensation, Human capital, Management, Misconduct, Oversight, Reputation

Nonvoting Common Stock: A Legal Overview

Posted by Steven M. Haas and Charles L. Brewer, Hunton & Williams LLP, on Thursday, November 30, 2017

Tags: Appraisal rights, Boards of Directors, Delaware law, Dual-class stock, Fiduciary duties, Mergers & acquisitions, Rule 14a-8, Shareholder meetings, Shareholder proposals, Shareholder voting, Short-form merger