Weekly Roundup: February 23

This roundup contains a collection of the posts published on the Forum during the week of February 23–March 1, 2018.

The Supreme Court and the Scope of Whistleblowing Anti-retaliation Protections

Posted by Cydney Posner, Cooley LLP, on Friday, February 23, 2018

Tags: Disclosure, Dodd-Frank Act, Exchange Act, Misconduct, Rule 21F-2, Sarbanes–Oxley Act, SEC, Securities regulation, Supreme Court, U.S. federal courts, Whistleblowers

Public Company Cybersecurity Disclosures

Posted by Kara M. Stein, U.S. Securities and Exchange Commission, on Friday, February 23, 2018

Tags: Cybersecurity, Disclosure, Public firms, Public interest, Risk disclosure, Risk management, Securities regulation

Key Trends in Corporate Incidents

Posted by Doug Morrow and Martin Vezér, Sustainalytics, on Saturday, February 24, 2018

Tags: Accountability, Anti-corruption, Corporate Social Responsibility, Environmental disclosure, ESG, FCPA, Oversight, Risk, Risk management, Sustainability

New NYSE Rules For Non-IPO Listings

Posted by Andrew Brady, Phyllis Korff and Michael Zeidel, Skadden, Arps, Slate, Meagher & Flom LLP, on Saturday, February 24, 2018

Tags: Capital formation, Exchange Act, Exchange Act s. 6, Firm valuation, IPOs, Liquidity, Listing standards, NYSE, Private firms, Registration statements, SEC, SEC rulemaking, Securities Act, Securities regulation, Spinoffs

Stockholder Agreements

Posted by Amy Simmerman, Craig Sherman, and Todd Carpenter, Wilson Sonsini Goodrich & Rosati, on Sunday, February 25, 2018

Tags: Boards of Directors, Delaware cases, Delaware law, DGCL, Management, Merger litigation, Mergers & acquisitions, Shareholder voting, Shareholders agreements

SEC Enforcement Priorities in the Trump Era

Posted by Brian V. Breheny, Colleen P. Mahoney, and John C. Hamlett, Skadden, Arps, Slate, Meagher & Flom LLP, on Sunday, February 25, 2018

Tags: Accountability, Blockchain, Cryptocurrencies, Cybersecurity, Disclosure, Dodd-Frank Act, ICOs, Investor protection, Misconduct, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation

Banks and Labor as Stakeholders: Impact on Economic Performance

Posted by Stijn Claessens (BIS and University of Amsterdam) and Kenichi Ueda (University of Tokyo), on Monday, February 26, 2018

Tags: Banks, Deregulation, Europe, Financial institutions, Financial regulation, Human capital, International governance, Labor markets, Stakeholders

The Place of the Trans Union Case in the Development of Delaware Corporate Law

Posted by Robert T. Miller (University of Iowa College of Law), on Monday, February 26, 2018

Tags: Acquisition agreements, Boards of Directors, Business judgment rule, Buyouts, Delaware law, DGCL Section 102, Director liability, Duty of care, Fiduciary duties, In re Revlon, Liability standards, Merger litigation, Mergers & acquisitions, Smith v. Van Gorkom

The Perils of Small-Minority Controllers

Posted by Lucian A. Bebchuk, Harvard Law School and Kobi Kastiel, Harvard Law School, on Monday, February 26, 2018

Tags: Boards of Directors, Capital structure, Controlling shareholders, Dual-class stock, Equity capital, Incentives, Investor protection, IPOs, Minority shareholders, Ownership, Ownership structure, Securities regulation, Shareholder rights, Shareholder value, Shareholder voting, Transparency

Turning Words into Action

Posted by Bruce F. Freed, Center for Political Accountability and Karl J. Sandstrom, Perkins Coie LLP, on Tuesday, February 27, 2018

Tags: Accountability, BlackRock, Corporate Social Responsibility, Disclosure, Institutional Investors, Political spending, Rent-seeking, Reputation, Shareholder activism, Shareholder proposals, Shareholder voting, Transparency

Keeping Shareholders on the Beat: A Call for a Considered Conversation About Mandatory Arbitration

Posted by Robert J. Jackson, Jr., U.S. Securities and Exchange Commission, on Tuesday, February 27, 2018

Tags: Accountability, Arbitration, Capital formation, IPOs, SEC enforcement, Securities enforcement, Securities litigation, Securities regulation, Shareholder suits

Mandatory Arbitration: An Illusory Remedy for Public Company Shareholders

Posted by Rick A. Fleming, U.S. Securities and Exchange Commission, on Tuesday, February 27, 2018

Tags: Arbitration, Charter & bylaws, Class actions, Institutional Investors, Investor protection, IPOs, Retail investors, Securities Act, Securities litigation, Securities regulation, Settlements, Shareholder rights

An Overview of U.S. Shareholder Proposal Filings

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Wednesday, February 28, 2018

Tags: Boards of Directors, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Institutional Investors, Proxy voting, Shareholder proposals, Shareholder voting, Sustainability

Looking Beyond Sustainability Disclosure

Posted by Linda-Eling Lee & Matt Moscardi, MSCI, Inc., on Wednesday, February 28, 2018

Tags: Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, Risk disclosure, Risk management, Sustainability, Transparency

Securities Law in the Sixties: The Supreme Court, the Second Circuit, and the Triumph of Purpose Over Text

Posted by Adam C. Pritchard (University of Michigan Law School) and Robert B. Thompson (Georgetown University), on Wednesday, February 28, 2018

Tags: Class actions, Insider trading, Rule 10b-5, Securities enforcement, Securities litigation, Securities regulation, Supreme Court, U.S. federal courts

The Governance of Foundation-Owned Firms

Posted by Henry Hansmann (Yale Law School) and Steen Thomsen (Copenhagen Business School), on Thursday, March 1, 2018

Tags: Agency costs, Boards of Directors, Controlling shareholders, Corporate forms, Denmark, International governance, Management, Minority shareholders, Nonprofits

The New New Regime in Delaware Appraisal Law

Posted by Theodore N. Mirvis, William Savitt, and Ryan A. McLeod, Wachtell, Lipton, Rosen & Katz, on Thursday, March 1, 2018

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

Boardroom Accountability

Posted by Michael Garland and Rhonda Brauer, New York City Office of the Comptroller, on Thursday, March 1, 2018

Tags: Accountability, Board composition, Board independence, Board performance, Boards of Directors, Director nominations, Director qualifications, Disclosure, Diversity, Proxy access, Shareholder nominations

Weekly Roundup: February 23–March 1, 2018