Weekly Roundup: March 9

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

Delaware’s Retreat: Exploring Developing Fissures and Tectonic Shifts in Delaware Corporate Law

Posted by James D. Cox Duke (Duke University) and Randall S. Thomas (Vanderbilt University), on Friday, March 9, 2018

Tags: Board independence, Boards of Directors, Delaware articles, Delaware cases, Delaware law, Disclosure, Fiduciary duties, Hedge funds, In re Revlon, In re Trulia, Management, Merger litigation, Mergers & acquisitions, Settlements, Shareholder activism, Shareholder suits, Shareholder voting, Unocal v. Mesa

The Rise of Blockchains and Regulatory Scrutiny

Posted by Stuart Levi, Gregory Fernicola and Eytan Fisch, Skadden, Arps, Slate, Meagher & Flom LLP, on Friday, March 9, 2018

Tags: Bitcoin, Blockchain, Contracts, Cryptocurrency, Derivatives, Financial regulation, ICOs, Money laundering, SEC, SEC enforcement, Securities regulation

Are Financial Constraints Priced? Evidence from Textual Analysis

Posted by Matthias Buehlmaier (University of Hong Kong) and Toni M. Whited (University of Michigan), on Saturday, March 10, 2018

Tags: Capital formation, Debt, Financial constraints, Financial reporting, Firm performance, Information asymmetries, Information environment, IPOs, Market efficiency, Small firms

The Narrowing Scope of Whistleblower Anti-Retaliation Protections

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

Tags: Compliance & ethics, Dodd-Frank Act, Misconduct, Sarbanes–Oxley Act, SEC, SEC enforcement, Securities enforcement, Securities regulation, Supreme Court, Whistleblowers

Delaware Appraisal Litigation: Non-Arm’s-Length Transactions, Arm’s-Length Transactions and the Anna Karenina Principle

Posted by Arthur H. Rosenbloom (Consilium ADR) and Gilbert E. Matthews (Sutter Securities), on Sunday, March 11, 2018

Tags: Delaware articles, Delaware cases, Delaware law, Fair values, Fairness review, Firm valuation, Merger litigation, Mergers & acquisitions, Related party transactions, Shareholder suits

Dunkin’ Brands and SEC Economic Relevance Exclusion of Shareholder Proposal

Posted by Keith F. Higgins and Craig E. Marcus, Ropes & Gray LLP, on Sunday, March 11, 2018

Tags: Boards of Directors, Corporate Social Responsibility, ESG, Institutional Investors, No-action letters, Rule 14a-8, SEC, SEC enforcement, Securities regulation, Shareholder proposals

Taxation and Executive Compensation: Evidence from Stock Options

Posted by Andrew Bird (Carnegie Mellon University), on Monday, March 12, 2018

Tags: Board capture, Canada, Equity-based compensation, Executive Compensation, Executive performance, Incentives, Internal Revenue Code, International governance, IRS, Long-Term value, Management, Stock options, Tax Cuts and Jobs Act, Taxation

An Identity Theory of the Short- and Long-Term Investor Debate

Posted by Claire A. Hill (University of Minnesota Law School), on Monday, March 12, 2018

Tags: Agency costs, Boards of Directors, Institutional Investors, Investor horizons, Long-Term value, Management, Shareholder activism, Short-termism

SEC and CFTC Testimony on Virtual Currencies: Is More Regulation on the Horizon?

Posted by Michael H. Krimminger, Colin D. Lloyd & Zachary Baum, Cleary, Gottlieb, Steen & Hamilton LLP, on Monday, March 12, 2018

Tags: Bitcoin, CFTC, Commodities, Cryptocurrencies, Financial regulation, Financial technology, ICOs, Investor protection, SEC, SEC enforcement, Securities enforcement, Securities regulation

What a Difference a (Birth) Month Makes: The Relative Age Effect and Fund Manager Performance

Posted by Kevin Mullally (University of Alabama), on Tuesday, March 13, 2018

Tags: Human capital, Institutional Investors, Management, Managerial style, Mutual funds, Risk-taking

The Hidden Power of Compliance

Posted by Stavros Gadinis and Amelia Miazad (Berkeley Law School), on Tuesday, March 13, 2018

Tags: Accountability, Board communication, Boards of Directors, Compliance & ethics, Delaware articles, Delaware law, Misconduct, Securities enforcement, Securities litigation

SEC Guidance on Public Company Cybersecurity Disclosures

Posted by Lillian Brown, Meredith Cross, and Benjamin Powell, Wilmer Cutler Pickering Hale and Dorr LLP, on Tuesday, March 13, 2018

Tags: Boards of Directors, Cybersecurity, Disclosure, Financial reporting, Insider trading, Materiality, Mergers & acquisitions, Oversight, Regulation FD, Risk, Risk disclosure, SEC, Securities regulation

The Importance of Conviction in the Face of Litigation Risk

Posted by Edward D. Herlihy and David E. Shapiro, Wachtell, Lipton, Rosen & Katz, on Wednesday, March 14, 2018

Tags: Acquisition premiums, Appraisal rights, Arbitrage, Delaware cases, Delaware law, Fair values, Fairness review, Merger litigation, Mergers & acquisitions, Shareholder suits

Investor Ideology

Posted by Enrichetta Ravina (Northwestern University), on Wednesday, March 14, 2018

Tags: BlackRock, Boards of Directors, Environmental disclosure, ESG, Executive Compensation, Glass Lewis, Institutional Investors, institutional Shareholder Services Inc., Mutual funds, Proxy advisors, Say on pay, Shareholder proposals, Shareholder voting, Vanguard

Tags: Boards of Directors, Corporate culture, Corporate Social Responsibility, Dual-class stock, Environmental disclosure, ESG, Index funds, Institutional Investors, Pension funds, Risk management, Securities regulation, Shareholder voting, Stewardship

Statement on Proposed Amendments to Public Reporting of Fund Liquidity Information

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Thursday, March 15, 2018

Tags: Accounting, Disclosure, Exchange-traded funds, Financial reporting, Investor protection, Liquidity, Mutual funds, Risk management, Securities regulation, Transparency

Weekly Roundup: March 9–15, 2018