Weekly Roundup: March 2

This roundup contains a collection of the posts published on the Forum during the week of March 2–8, 2018.

Regulating Proxy Advisors is Anticompetitive, Counterproductive, and Possibly Unconstitutional

Posted by Nell Minow, ValueEdge Advisors, on Friday, March 2, 2018

Tags: Boards of Directors, Corporate Governance Reform and Transparency Act, Institutional Investors, ISS, Proxy advisors, Securities regulation, Shareholder voting

The Misuse of Tobin’s Q

Posted by Robert Bartlett (UC Berkeley School of Law) and Frank Partnoy (University of San Diego School of Law), on Friday, March 2, 2018

Tags: Accounting, Books and records, Firm performance, Firm valuation, Long-Term value, Performance measures, R&D, Shareholder value, Stock returns

The Retention Effects of Unvested Equity: Evidence from Accelerated Option Vesting

Posted by Torsten Jochem (University of Amsterdam), Tomislav Ladika (University of Amsterdam), Zacharias Sautner (Frankfurt School of Finance & Management), on Saturday, March 3, 2018

Tags: Equity capital, Equity-based compensation, Executive Compensation, Executive turnover, Firm valuation, Incentives, Management, Option timing, Retention, Shareholder value, Stock options

Limited Liability and the Known Unknown

Posted by Michael Simkovic (USC Gould School of Law), on Sunday, March 4, 2018

Tags: Corporate Social Responsibility, Information asymmetries, Information environment, Liability standards, Peer groups, Public interest, Risk, Risk management, Taxation, Transparency

UN Investor Summit Highlights

Posted by Andrew Letts and Chad Spitler, CamberView Partners, LLC, on Monday, March 5, 2018

Tags: Climate change, Disclosure, Engagement, Environmental disclosure, ESG, International governance, Long-Term value, Risk management, SASB, Sustainability, United Nations

Key Governance Issues—Ways for the Future

Posted by Christian Strenger (HHL Leipzig Graduate School of Management), on Monday, March 5, 2018

Tags: Blockchain, Board communication, Board independence, Boards of Directors, Compensation disclosure, Fund managers, Institutional Investors, International governance, Ownership, Proxy materials, Proxy voting, Say on pay, Securities regulation, Shareholder voting

Rethinking Corporate Law During a Financial Crisis

Posted by Yair Listokin and Inho Andrew Mun (Yale Law School), on Monday, March 5, 2018

Tags: Appraisal rights, Banks, Corporate forms, Fiduciary duties, Financial crisis, Financial institutions, Financial regulation, Mergers & acquisitions, Shareholder primacy, Shareholder voting

SEC’s OCIE 2018 Areas of Focus

Posted by Daniel Nathan, Kenneth Herzinger, and Danielle Van Wert, Orrick, Herrington & Sutcliffe LLP, on Tuesday, March 6, 2018

Tags: Accounting, Compliance & ethics, Compliance and disclosure interpretation, Cryptocurrencies, Cybersecurity, Disclosure, Financial technology, ICOs, Liability standards, OCIE, SEC, Securities enforcement, Securities regulation

Freedom of Contract in LLCs

Posted by Jason Halper and James Fee, Cadwalader, Wickersham & Taft LLP, on Tuesday, March 6, 2018

Tags: Boards of Directors, Contracts, Corporate forms, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Shareholder suits

Firm Level Decisions in Response to the Crisis: Shareholders vs. Other Stakeholders

Posted by Franklin Allen (Imperial College London), Elena Carletti (Bocconi University), and Yaniv Grinstein (IDC Herzliya), on Tuesday, March 6, 2018