Weekly Roundup: April 6

This roundup contains a collection of the posts published on the Forum during the week of April 6–12, 2018.

Activist Arbitrage in M&A Acquirers

Posted by Wei Jiang (Columbia University), Tao Li (University of Florida), and Danqing Mei (Columbia University), on Friday, April 6, 2018

Tags: Activist arbitrageurs, Arbitrage, Institutional Investors, Mergers & acquisitions, Proxy advisors, Risk arbitrage, Shareholder activism, Shareholder voting

In the Spirit of Full Cybersecurity Disclosure

Posted by Christine Mazor and Sandra Herrygers, Deloitte & Touche LLP, on Friday, April 6, 2018

Tags: Boards of Directors, Cybersecurity, Disclosure, Insider trading, Regulation FD, Risk management, Risk oversight, SEC, Securities regulation, Transparency

Unequal Voting and the Business Judgment Rule

Posted by Charles M. Elson (University of Delaware) and Craig K. Ferrere (U.S. Court of Appeals, Third Circuit), on Saturday, April 7, 2018

Tags: Boards of Directors, Capital structure, Controlling shareholders, Dual-class stock, Securities regulation, Shareholder voting

Agency Conflicts Around the World

Posted by Erwan Morellec (EPFL and Swiss Finance Institute), Boris Nikolov (University of Lausanne and Swiss Finance Institute), and Norman Schürhoff (University of Lausanne and Swiss Finance Institute), on Sunday, April 8, 2018

Tags: Agency costs, International governance, Management, Managerial style, Minority shareholders, Ownership, Private benefits of control, Securities regulation

Discounted Deal Price in Appraisal Litigation

Posted by Jason Halper, Joshua Apfelroth, and Nathan Bull, Cadwalader, Wickersham & Taft LLP, on Monday, April 9, 2018

Tags: Appraisal rights, Arbitrage, Delaware cases, Delaware law, Firm valuation, Merger litigation, Mergers & acquisitions

Selecting Directors Using Machine Learning

Posted by Michael S. Weisbach (The Ohio State University), on Monday, April 9, 2018

Tags: Behavioral finance, Board composition, Board performance, Boards of Directors, Director qualifications, Firm performance, Shareholder voting

Executive Pay at Public Corporations After Code §162(m) Changes

Posted by Joseph Bachelder, McCarter & English LLP, on Monday, April 9, 2018

Tags: Compensation disclosure, Equity-based compensation, Executive Compensation, Incentives, Internal Revenue Code, IRS, Pay for performance, Securities regulation, Stock options, Tax Cuts and Jobs Act, Taxation

Real Talk on Executive Compensation

Posted by Glenn Davis, Council of Institutional Investors, on Tuesday, April 10, 2018

Tags: CD&A, Compensation guidelines, Engagement, Executive Compensation, Incentives, Institutional Investors, Institutional voting, Management, Say on pay, Transparency

The Cost of Political Connections

Posted by Antoinette Schoar (MIT Sloan School of Management), on Tuesday, April 10, 2018

Tags: Anti-corruption, Disclosure, France, International governance, Labor markets, Lobbying, Philanthropy, Political spending, Social capital, Social networks

Review and Analysis of 2017 U.S. Shareholder Activism

Posted by Melissa Sawyer and Marc Treviño, Sullivan & Cromwell LLP, on Tuesday, April 10, 2018

Tags: BlackRock, Boards of Directors, Corporate Social Responsibility, ESG, Institutional Investors, Institutional voting, Mutual funds, Shareholder activism, Vanguard

10 Tips for Upcoming Annual Shareholder Meetings

Posted by Laura D. Richman and Michael L. Hermsen, Mayer Brown LLP, on Wednesday, April 11, 2018

Tags: Boards of Directors, Engagement, Institutional Investors, Rule 14a-8, Shareholder meetings, Shareholder proposals, Shareholder voting

The Information Value of Corporate Social Responsibility

Posted by Kose John (New York University), Jongsub Lee (University of Florida), and Ji Yeol Jimmy Oh (Hanyang University), on Wednesday, April 11, 2018

Tags: Board independence, Board monitoring, Boards of Directors, Corporate Social Responsibility, Decision making, Executive turnover, Information asymmetries, Information environment, Management, Stakeholders

The Purpose of the Corporation

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Wednesday, April 11, 2018

Tags: Corporate Social Responsibility, Environmental disclosure, ESG, Europe, Institutional Investors, International governance, Long-Term value, Shareholder primacy, Transparency

Does Tax Deductibility Affect CEO Pay? The Case of the Health Insurance Industry

Posted by Jessica Schieder and Dean Baker, Economic Policy Institute, on Thursday, April 12, 2018

Tags: Agency costs, Executive Compensation, Firm performance, Management, Pay for performance, Performance measures, Tax Cuts and Jobs Act, Taxation

How Investors Can (and Can’t) Create Social Value

Posted by Ronald J. Gilson (Columbia University), Paul Brest (Stanford University), and Mark A. Wolfson (Stanford University), on Thursday, April 12, 2018

Tags: Asset management, Corporate Social Responsibility, ESG, Institutional Investors, Reputation, Shareholder value, Social contract

Weekly Roundup: April 6–12, 2018