Weekly Roundup: December 15-21, 2017

This roundup contains a collection of the posts published on the Forum during the week of December 15-21, 2017.

Holder Claims: Potential Causes of Action in Delaware and Beyond?

Posted by Edward T. McDermott (McCarter & English LLP), on Friday, December 15, 2017

Tags: Delaware articles, Delaware cases, Delaware law, Holder claims, Liability standards, Reliance, Securities fraud, Securities litigation, Shareholder suits, State law

Analysis of Wells Fargo Shareholder Litigation

Posted by Brad S. Karp, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Friday, December 15, 2017

Tags: Boards of Directors, Derivative suits, Director liability, Fiduciary duties, Loss causation, Misconduct, Oversight, Rule 10b-5, Section 10(b), Securities fraud, Securities litigation, Shareholder suits, Wells Fargo

Revised FCPA Corporate Enforcement Policy

Posted by Gary DiBianco, Jocelyn E. Strauber, and Daniel B. Weinstein, Skadden, Arps, Slate, Meagher and Flom LLP, on Saturday, December 16, 2017

Tags: Anti-corruption, Compliance & ethics, Corporate crime, Disclosure, DOJ, FCPA, Misconduct

Delaware Supreme Court Again Speaks to Market Evidence in Appraisal: Dell

Posted by Theodore N. Mirvis and William Savitt, Wachtell, Lipton, Rosen & Katz, on Saturday, December 16, 2017

Tags: Appraisal rights, Buyouts, Delaware cases, Delaware law, Fair values, Firm valuation, Going private, In re Appraisal of Dell, Management, Market efficiency, Merger litigation, Mergers & acquisitions, Private equity, Shareholder suits

Analysis of 2018 Revenue Recognition Rules

Posted by Steve Seelig and Steve Kline, Willis Towers Watson, on Sunday, December 17, 2017

Tags: Accounting, Accounting standards, Compensation committees, Equity-based compensation, Executive Compensation, FASB, Financial reporting, IASB, Incentives

Analysis of Two-Step Merger With Uninformed Stockholder Consent

Posted by Scott A. Barshay, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Monday, December 18, 2017

Tags: Boards of Directors, Business judgment rule, Delaware cases, Delaware law, DGCL, Disclosure, Materiality, Merger litigation, Mergers & acquisitions, Shareholder suits, Tender offer

Designing Cost-Effective Litigation Through Contract Structure

Posted by Cathy Hwang (University of Utah), and Matthew Jennejohn (Brigham Young University), on Monday, December 18, 2017

Tags: Contracts, Legal systems, Materiality, Merger litigation, Mergers & acquisitions, Securities litigation

Matters to Consider for the 2018 Annual Meeting

Posted by Brian Breheny and Joseph Yaffe, Skadden, Arps, Slate, Meagher & Flom LLP, on Monday, December 18, 2017

Tags: Compensation committees, Compensation disclosure, Compensation ratios, Dodd-Frank Act, Engagement, Equity-based compensation, Golden parachutes, Incentives, ISS, Management, Proxy advisors, Say on pay, Securities regulation

Settlement of Workplace Harassment Suit at 21st Century Fox

Posted by Mark Lebovitch, Bernstein Litowitz Berger & Grossmann LLP, on Tuesday, December 19, 2017

Tags: Boards of Directors, Derivative suits, Management, Misconduct, Oversight, Settlements, Shareholder suits

2017 Board Diversity Survey

Posted by Mike Fucci, Deloitte, on Tuesday, December 19, 2017

Tags: Board composition, Board performance, Board turnover, Boards of Directors, Director qualifications, Diversity

Analysis of Delaware Supreme Court’s Dell Appraisal Decision

Posted by Victor Lewkow, Meredith E. Kotler, and Mark E. McDonald, Cleary Gottlieb Steen & Hamilton LLP, on Tuesday, December 19, 2017

Tags: Appraisal rights, Buyouts, Delaware cases, Delaware law, Fair values, Firm valuation, Going private, In re Appraisal of Dell, Management, Mergers & acquisitions, Private equity, Shareholder suits, Short-termism

Proposed Revisions to the UK’s Corporate Governance Regime

Posted by Peter Reilly, FTI Consulting, on Wednesday, December 20, 2017

Tags: Accounting, Board independence, Board turnover, Boards of Directors, Corporate culture, Diversity, Engagement, Executive Compensation, Financial reporting, International governance, Stakeholders, UK

The Supreme Court’s Non-Transsubstantive Class Action

Posted by J. Maria Glover (Georgetown University), on Wednesday, December 20, 2017

Tags: Class actions, Fraud-on-the-Market, Securities enforcement, Securities litigation, Supreme Court

Meaningful Limits on Director Pay

Posted by Dan Marcec, Equilar Inc., on Wednesday, December 20, 2017

Tags: Boards of Directors, Compensation disclosure, Director compensation, ISS, Proxy advisors, Shareholder suits, Shareholder voting

Passive Fund Providers and Investment Stewardship

Posted by Hortense Bioy, Jose Garcia-Zarate, and Alex Bryan, Morningstar, Inc., on Thursday, December 21, 2017

Tags: BlackRock, Climate change, Engagement, Exchange-traded funds, Index funds, Institutional Investors, Mutual funds, Proxy voting, Shareholder voting, Stewardship, Surveys, Vanguard

The Limits of Shareholder Ratification for Discretionary Director Compensation

Posted by Gail Weinstein, Philip Richter, and Adam Kaminsky, Fried, Frank, Harris, Shriver & Jacobson LLP, on Thursday, December 21, 2017

Tags: Boards of Directors, Business judgment rule, Delaware cases, Delaware law, Director compensation, Executive Compensation, Management, Say on pay, Shareholder voting

Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process, and Synergies

Posted by Lawrence Hamermesh and Michael L. Wachter (University of Pennsylvania), on Thursday, December 21, 2017

Tags: Appraisal rights, Arbitrage, Delaware cases, Delaware law, Fair values, In re Appraisal of Dell, Merger litigation, Mergers & acquisitions