Weekly Roundup: February 9

This roundup contains a collection of the posts published on the Forum during the week of February 9–15, 2018.

Updated BlackRock Proxy Voting Guidelines

Posted by Ellen Odoner and Aabha Sharma, Weil, Gotshal & Manges LLP, on Friday, February 9, 2018

Tags: BlackRock, Board composition, Board independence, Board oversight, Boards of Directors, Classified boards, Clawbacks, Disclosure, Diversity, Dual-class stock, Engagement, ESG, Institutional Investors, Overboarding, Proxy voting, Shareholder voting, Staggered boards

Regulating Public Offerings of Truly New Securities: First Principles

Posted by Merritt B. Fox (Columbia Law School), on Friday, February 9, 2018

Tags: Adverse selection, Capital formation, Crowdfunding, Disclosure, Equity offerings, FAST Act, Investor protection, IPOs, JOBS Act, Liquidity, Registration exemptions, SEC, Securities regulation, Small firms, Solicitation

The Enduring Allure and Perennial Pitfalls of Earnouts

Posted by Gail Weinstein, Robert C. Schwenkel, and David L. Shaw, Fried, Frank, Harris, Shriver & Jacobson LLP, on Saturday, February 10, 2018

Tags: Acquisition agreements, Delaware cases, Delaware law, Earnouts, Merger litigation, Mergers & acquisitions

Second Circuit Decision on Fraud-on-the-Market

Posted by Brad S. Karp, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Saturday, February 10, 2018

Tags: Basic, Class actions, Fraud-on-the-Market, SEC, SEC enforcement, Securities enforcement, Securities litigation, U.S. federal courts

FCPA Enforcement and Anti-Corruption Year in Review

Posted by Mark F. Mendelsohn, Alex Young K. Oh, and David W. Brown, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Sunday, February 11, 2018

Tags: Anti-corruption, Compliance & ethics, Corporate fraud, DOJ, FCPA, International governance, SEC, SEC enforcement, Securities enforcement, Whistleblowers, Yates memo

Second Circuit’s Application of the Halliburton Doctrine

Posted by Monica Loseman, Jason Mendro, and Lissa Percopo, Gibson, Dunn & Crutcher LLP, on Sunday, February 11, 2018

Tags: Class actions, Financial reporting, Fraud-on-the-Market, Halliburton, Materiality, Reliance, Section 10(b), Securities enforcement, Securities fraud, U.S. federal courts

2017 Delaware Corporate Law Year in Review

Posted by David Berger, Amy Simmerman, and Brad Sorrels, Wilson Sonsini Goodrich & Rosat, on Monday, February 12, 2018

Tags: Alternative entities, Appraisal rights, Benefit corporation, Boards of Directors, Books and records, Delaware cases, Delaware law, Director compensation, Dual-class stock, Executive Compensation, Merger litigation, Mergers & acquisitions, Recapitalization, Shareholder activism

CEO Tenure Rates

Posted by Dan Marcec, Equilar, Inc., on Monday, February 12, 2018

Tags: Boards of Directors, Diversity, Executive turnover, Management, Succession

Picking Friends Before Picking (Proxy) Fights: How Mutual Fund Voting Shapes Proxy Contests

Posted by Alon Brav (Duke University), Wei Jiang (Columbia University), and Tao Li (University of Florida), on Monday, February 12, 2018

Tags: Boards of Directors, Hedge funds, Institutional Investors, Minority shareholders, Mutual funds, Proxy contests, Proxy fights, Shareholder activism, Shareholder nominations, Shareholder voting

High-Frequency Measures of Informed Trading and Corporate Announcements

Posted by Michael J. Brennan (UCLA), Sahn-Wook Huh (SUNY at Buffalo), and Avanidhar Subrahmanyam (UCLA), on Tuesday, February 13, 2018

Tags: Accounting, Dividends, Earnings announcements, Financial reporting, Information asymmetries, Information environment, Inside information, Market reaction, Merger announcements, Mergers & acquisitions

BlackRock Talks … and U.S. Companies Must Listen

Posted by Ed Batts, Orrick, Herrington & Sutcliffe LLP, on Tuesday, February 13, 2018

Tags: BlackRock, Boards of Directors, Corporate Social Responsibility, Engagement, Glass Lewis, Index funds, Institutional Investors, ISS, Mutual funds, Proxy advisors, Shareholder voting, Stewardship

Derivative Litigation and Stockholder Preclusion

Posted by David Berger, Amy Simmerman, and Brad Sorrels, Wilson Sonsini Goodrich & Rosati, on Tuesday, February 13, 2018

Tags: Anti-corruption, Delaware cases, Delaware law, Derivative suits, Jurisdiction, Securities litigation, Shareholder suits, Standing, State law

2018 Proxy Season Review

Posted by Steve W. Klemash, EY Center for Board Matters, on Wednesday, February 14, 2018

Tags: Board composition, Boards of Directors, Climate change, Director qualifications, Diversity, Environmental disclosure, ESG, Executive Compensation, Human capital, Institutional Investors, Pay for performance, Proxy voting, Shareholder proposals, Shareholder voting, Sustainability

Tags: Appraisal rights, Books and records, Business judgment rule, Corwin, Delaware cases, Delaware law, Derivative suits, DGCL Section 220, Director compensation, Fiduciary duties, In re Appraisal of Dell, Liability standards, Merger litigation, Mergers & acquisitions, Proxy contests, Securities regulation, Shareholder activism

Field Visits by Directors

Posted by David R. Beatty, C.M., O.B.E. (University of Toronto), on Thursday, February 15, 2018

Tags: Accountability, Board independence, Board monitoring, Board oversight, Boards of Directors, Corporate culture, Misconduct, Oversight, Risk management

Mutualism: Reimagining the Role of Shareholders in Modern Corporate Governance

Posted by Kara M. Stein, U.S. Securities and Exchange Commission, on Thursday, February 15, 2018

Tags: Board composition, Boards of Directors, Capital markets, Cybersecurity, Diversity, Dual-class stock, Engagement, Institutional Investors, Risk management, Securities regulation, Shareholder activism, Shareholder voting

Weekly Roundup: February 9–15, 2018