Weekly Roundup: April 20-26, 2018

This roundup contains a collection of the posts published on the Forum during the week of April 20-26.

Corporate Culture Risk and the Board

Posted by Carey Oven, Deloitte & Touche LLP, and Bob Lamm, Deloitte LLP, on Friday, April 20, 2018

Tags: Board monitoring, Board oversight, Boards of Directors, Compliance & ethics, Corporate culture, Disclosure, Management, Risk, Risk management, Risk oversight

Lazard’s 1Q 2018 Activism Review

Posted by Jim Rossman, Lazard, on Friday, April 20, 2018

Tags: Boards of Directors, Capital markets, ESG, Europe, Hedge funds, Institutional Investors, Institutional voting, International governance, Mergers & acquisitions, Shareholder activism

Is There a Gender Gap in CEO Compensation?

Posted by Vishal Gupta, Sandra Mortal, and Xiaohu Guo (University of Alabama), on Saturday, April 21, 2018

Tags: Compensation ratios, Diversity, Executive Compensation, Management

Corporate Governance Deviance

Posted by Ruth V. Aguilera (Northeastern University & ESADE Business School), William Q. Judge (Old Dominion University), Siri Terjesen (American University & Norwegian School of Economics), on Sunday, April 22, 2018

Tags: Corporate culture, Financial institutions, Financial regulation, Innovation, International governance, Peer groups, Public enforcement, Risk management, Securities regulation, Shareholder primacy, Stakeholders

Threat of Falling High Status and Corporate Bribery: South Korean Evidence

Posted by Yujin Jeong (American University) and Jordan Siegel (University of Michigan), on Monday, April 23, 2018

Tags: Anti-corruption, Behavioral finance, Corporate crime, Family firms, International governance, Korea, Market efficiency, Reputation, Social capital, Social networks

Elon Musk and the Control of Tesla

Posted by Scott A. Barshay, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Monday, April 23, 2018

Tags: Boards of Directors, Conflicts of interest, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, Minority shareholders, Related party transactions, Shareholder suits, Tesla

How to Be a Good Board Chair

Posted by Stanislav Shekshnia (INSEAD), on Tuesday, April 24, 2018

Tags: Board communication, Board leadership, Board performance, Boards of Directors, International governance, Management, Surveys

Board Classification and Diversity in Recent IPOs

Posted by James Cheap, Equilar, Inc., on Tuesday, April 24, 2018

Tags: Board composition, Board performance, Boards of Directors, Classified boards, Diversity, Glass Lewis, IPOs, ISS, Proxy advisors, Proxy voting

Recent Trends in Securities Class Action Litigation: 2017 Full-Year Review

Posted by Stefan Boettrich and Svetlana Starykh, NERA Economic Consulting, on Wednesday, April 25, 2018

Tags: Class actions, Institutional Investors, Merger litigation, Mergers & acquisitions, Pension funds, Securities enforcement, Securities litigation

A Second Bite at the Apple? Shareholder Activists and Tardy Director Nominations

Posted by Steve Wolosky, Andrew Freedman, and Ron Berenblat, Olshan Frome Wolosky LLP, on Wednesday, April 25, 2018

Tags: Boards of Directors, Delaware law, Director nominations, Disclosure, Materiality, New York, Proxy season, Securities litigation, Shareholder activism, Shareholder nominations, Shareholder voting, State law

A Look Under the Hood of Spotify’s Direct Listing

Posted by Nicolas Grabar, David Lopez and Andrea Basham, Cleary Gottlieb Steen & Hamilton LLP, on Thursday, April 26, 2018

Tags: Capital structure, Disclosure, Dual-class stock, Equity offerings, Foreign issuers, IPOs, Listing standards, NYSE, Registration exemptions, SEC, Securities regulation, Shareholder voting, Tech companies, Underwriting

Controlling Shareholder Transactions

Posted by Gail Weinstein, Robert C. Schwenkel, and Steven J. Steinman, Fried, Frank, Harris, Shriver & Jacobson LLP, on Thursday, April 26, 2018

Tags: Boards of Directors, Capital structure, Controlling shareholders, Corwin, Delaware cases, Delaware law, Dual-class stock, Mergers & acquisitions, Minority shareholders, Ownership structure, Securities regulation

Testimony before the Financial Services and General Government Subcommittee of the House Committee on Appropriations

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Thursday, April 26, 2018

Tags: Broker-dealers, Capital formation, Capital markets, Conflicts of interest, Cybersecurity, Disclosure, Fiduciary duties, Investment advisers, Investor protection, Risk management, SEC, Securities regulation