Weekly Roundup: January 19

This roundup contains a collection of the posts published on the Forum during the week of January 19–25, 2018.

The Significance for Boards and Managements of the JANA/CalSTRs Letter to Apple

Posted by Ethan A. Klingsberg, Cleary Gottlieb Steen & Hamilton LLP, on Friday, January 19, 2018

Tags: Boards of Directors, CalSTRS, Corporate Social Responsibility, ESG, Hedge funds, Institutional Investors, Pension funds, Shareholder activism, Shareholder proposals, Shareholder voting

Letter from JANA Partners & CalSTRS to Apple, Inc.

Posted by Anne Sheehan, California State Teachers’ Retirement System, on Friday, January 19, 2018

Tags: Accountability, Boards of Directors, Corporate Social Responsibility, Hedge funds, Institutional Investors, Long-Term value, Pension funds, Shareholder activism, Short-termism, Tech companies

Governance Gone Wild: Misbehavior at Uber Technologies

Posted by David F. Larcker and Brian Tayan (Stanford University), on Saturday, January 20, 2018

Tags: Boards of Directors, Compliance & ethics, Corporate culture, Cybersecurity, Incentives, Management, Misconduct, Reputation, Risk management, Risk oversight, Tech companies, Uber

Remarks on Shareholder Engagement

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Saturday, January 20, 2018

Tags: Agency costs, Capital allocation, Capital markets, Economic alignment, Engagement, Incentives, Information environment, Institutional Investors, Retail investors, SEC, Securities regulation, Shareholder activism, Shareholder value, Shareholder voting

The Strained Marriage of Public Debts and Private Contracts

Posted by Anna Gelpern (Georgetown University), on Sunday, January 21, 2018

Tags: Argentina, Bankruptcy, Bondholders, Bonds, Contracts, Debt, Debt contracts, Debtor-creditor law, ECB, Financial regulation, International governance, Private ordering, Public interest, Sovereign debt, Stakeholders

The Option to Quit: The Effect of Employee Stock Options on Turnover

Posted by Serdar Aldatmaz (George Mason University), Paige Ouimet (University of North Carolina at Chapel Hill), and Edward Dickersin Van Wesep (University of Colorado at Boulder), on Monday, January 22, 2018

Tags: Behavioral finance, Equity-based compensation, Incentives, Stock options

Future Issues After the Publication of the CEO Pay Ratio

Posted by Joe Mallin, Pay Governance LLC, on Monday, January 22, 2018

Tags: Compensation ratios, Dodd-Frank Act, Executive Compensation, Information environment, Management, Proxy season, Securities regulation, Stakeholders

Activist-Driven Dealmaking Falls Flat

Posted by David A. Katz and William Savitt, Wachtell, Lipton, Rosen & Katz, on Monday, January 22, 2018

Tags: Hedge funds, Insider trading, Institutional Investors, Merger litigation, Mergers & acquisitions, Securities enforcement, Securities litigation, Securities regulation, Settlements, Shareholder activism, Tender offer

Common-Ownership Concentration and Corporate Conduct

Posted by Martin C. Schmalz (University of Michigan), on Tuesday, January 23, 2018

Tags: Antitrust, Diversification, Incentives, Institutional Investors, Market efficiency, Ownership, Peer groups, Securities regulation, Shared ownership

The Appraisal Landscape: Key Points, Open Issues, and Practice Points

Posted by Gail Weinstein, Philip Richter, and Scott B. Luftglass, Fried, Frank, Harris, Shriver & Jacobson LLP, on Tuesday, January 23, 2018

Tags: Appraisal rights, Delaware cases, Delaware law, Due diligence, Fair values, Fairness review, In re Appraisal of Dell, In re Appraisal of DFC Global, Merger litigation, Mergers & acquisitions

Doubling Down on Two-Degrees: The Rise in Support for Climate Risk Proposals

Posted by Cristina Banahan, ISS Corporate Solutions, on Tuesday, January 23, 2018

Tags: Accountability, BlackRock, Boards of Directors, Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Institutional Investors, Mutual funds, Proxy advisors, Risk management, Shareholder proposals, Sustainability

Engagement—Succeeding in the New Paradigm for Corporate Governance

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Tuesday, January 23, 2018

Tags: BlackRock, Boards of Directors, Corporate Social Responsibility, Engagement, ESG, Institutional Investors, Long-Term value, Mutual funds, Shareholder proposals, Shareholder voting, Sustainability

Remarks on Securities Market Regulation

Posted by Kara M. Stein, U.S. Securities and Exchange Commission, on Wednesday, January 24, 2018

Tags: Boards of Directors, Corporate forms, Engagement, SEC, Securities regulation, Shareholder voting

Bebchuk Leads SSRN’s 2017 Citation Rankings

Posted by Matt Filosa, Co-editor, Harvard Law School Program on Corporate Governance, on Wednesday, January 24, 2018

Tags: Lucian Bebchuk, Program on Corporate Governance, Rankings, SSRN

Say on Pay: Is It Needed? Does it Work?

Posted by Stephen F. O’Byrne, Shareholder Value Advisors, on Thursday, January 25, 2018

Tags: Board performance, Boards of Directors, Executive Compensation, Executive performance, Incentives, Management, Pay for performance, Proxy advisors, Say on pay, Shareholder value, Shareholder voting, TSR

U.S. Tax Reform: Changes to 162(m) and Implications for Investors

Posted by David Kokell, John Roe, and Kosmas Papadopoulos, Institutional Shareholder Services, Inc., on Thursday, January 25, 2018

Tags: Equity-based compensation, Executive Compensation, Institutional Investors, Internal Revenue Code, Pay for performance, Proxy advisors, Say on pay, Section 162(m), Securities regulation, Stock options, Tax Cuts and Jobs Act, Taxation

Evolution or Revolution for Companies with Multi-Class Share Structures

Posted by Pamela Marcogliese and Elizabeth Bieber, Cleary Gottlieb Steen & Hamilton LLP, on Thursday, January 25, 2018

Tags: Boards of Directors, Controlling shareholders, Dual-class stock, Index funds, Institutional Investors, Listing standards, Proxy advisors, Securities regulation, Shareholder voting

Weekly Roundup: January 19–25, 2018