Weekly Roundup: January 5

This roundup contains a collection of the posts published on the Forum during the week of January 5–11, 2018.

Non-rating Revenue and Conflicts of Interest

Posted by Bo Becker and Ramin Baghai (Stockholm School of Economics), on Friday, January 5, 2018

Tags: Conflicts of interest, Financial crisis, India, International governance, Ratings agencies

Tax Reform Implications for U.S. Businesses and Foreign Investments

Posted by Philip Wagman, Richard Catalano, and Alan Kravitz, Clifford Chance, on Friday, January 5, 2018

Tags: Cross-border transactions, Foreign firms, International governance, Inversions, Mergers & acquisitions, Tax avoidance, Taxation

Industry Tournament Incentives and the Product Market Benefits of Corporate Liquidity

Posted by Jian Huang (Towson University), Bharat A. Jain (Towson University), and Omesh Kini (Georgia State Unviersity), on Saturday, January 6, 2018

Tags: Agency model, Behavioral finance, Capital allocation, Executive Compensation, Incentives, Management, Market efficiency, Product markets, Risk, Risk-taking, Shareholder value

Damage Quantification in Delaware for Breaches of Contract in Post-Merger Litigation

Posted by Arthur H. Rosenbloom (Consilium ADR), on Sunday, January 7, 2018

Tags: Contracts, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities damages, Shareholder suits

Ineffective Stockholder Approval for Director Equity Awards

Posted by Joseph Penko, Robert Saunders, and Audrey Murga, Skadden, Arps, Slate, Meagher & Flom LLP, on Sunday, January 7, 2018

Tags: Boards of Directors, Business judgment rule, Delaware cases, Delaware law, Director compensation, Equity-based compensation, Fiduciary duties, Say on pay, Securities litigation, Shareholder suits

Does Size Matter? Bailouts with Large and Small Banks

Posted by Eduardo Dávila (New York University) and Ansgar Walther (University of Warwick), on Monday, January 8, 2018

Tags: Bailouts, Banks, Financial crisis, Financial institutions, Financial regulation, Leverage, Moral hazard

Delaware Court Ruling on Dual-Class Recapitalization Involving Controlling Stockholders

Posted by David J. Berger, Wilson Sonsini Goodrich & Rosati, on Monday, January 8, 2018

Tags: Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Dual-class stock, Recapitalization, Securities litigation, Shareholder suits, Shareholder voting

Raising the Stakes on Board Gender Diversity

Posted by Brianna Castro, Glass, Lewis & Co., on Monday, January 8, 2018

Tags: Board composition, Boards of Directors, Diversity, Institutional Investors, Proxy advisors, Shareholder proposals

Managing the Family Firm: Evidence from CEOs at Work

Posted by Andrea Prat (Columbia University), on Tuesday, January 9, 2018

Tags: Agency costs, Corporate forms, Firm performance, International governance, Management, Manager characteristics, Skin in the game

Analysis of SEC Ruling on Apple Shareholder Proposal

Posted by Arthur H. Kohn, Sandra Flow, and Mary E. Alcock, Cleary Gottlieb Steen & Hamilton LLP, on Tuesday, January 9, 2018

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

Compensation Season 2018

Posted by Jeannemarie O’Brien, Adam J. Shapiro, and Andrea K. Wahlquist, Wachtell, Lipton, Rosen & Katz, on Tuesday, January 9, 2018

Tags: Boards of Directors, Bonuses, Compensation committees, Director compensation, Dodd-Frank Act, Equity-based compensation, Executive Compensation, Institutional Investors, ISS, Pay for performance, Proxy advisors, Say on pay, Stock options, Taxation

Pay-for-Performance Mechanics

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Wednesday, January 10, 2018

Tags: CD&A, Executive Compensation, Firm performance, Institutional Investors, ISS, Long-Term value, Management, Pay for performance, Performance measures, Proxy advisors, Shareholder voting, TSR

CEO Gender and Corporate Board Structures

Posted by Melissa B. Frye (University of Central Florida) and Duong T. Pham (Georgia Southern University), on Wednesday, January 10, 2018

Tags: Behavioral finance, Board composition, Board monitoring, Boards of Directors, Decision making, Diversity, Firm performance, Management, Manager characteristics, Managerial style, Oversight

Activist Investing in Europe—2017 Edition

Posted by Armand Grumberg, Scott Hopkins, and Lorenzo Corte, Skadden, Arps, Slate, Meagher and Flom LLP, on Wednesday, January 10, 2018

Tags: Boards of Directors, Brexit, EU, Europe, Executive Compensation, France, Germany, Hedge funds, Italy, Management, Mergers & acquisitions, Proxy fights, Public firms, Say on pay, Shareholder activism, Shareholder proposals, Shareholder voting, Switzerland, UK

Political Uncertainty and Cross-Border Acquisitions

Posted by Chunfang Cao (Sun Yat-sen University), Xiaoyang Li (Shanghai Jiao Tong University), and Guilin Liu, (Huatai Property & Casualty Insurance Co., Ltd.), on Thursday, January 11, 2018

Tags: Cross-border transactions, International governance, Legal systems, Mergers & acquisitions, Presidential elections, Risk, Shocks

The Most Important Developments in M&A Law in 2017

Posted by Gail Weinstein, Philip Richter, and Steve Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on Thursday, January 11, 2018

Tags: Appraisal rights, Boards of Directors, Business judgment rule, Controlling shareholders, Corwin, Delaware law, Disclosure, Duty of good faith, Fair values, Financial advisers, Liability standards, Mergers & acquisitions, Shareholder activism, Shareholder suits

SEC Guidance on Tax Reform Reporting

Posted by Catherine M. Clarkin, Robert W. Downes, and Brian D. Farber, Sullivan & Cromwell LLP, on Thursday, January 11, 2018

Tags: 401(k), Compliance and disclosure interpretation, Disclosure, Financial reporting, Form 8-K, SEC, Securities regulation, Taxation

Weekly Roundup: January 5–11, 2018