Weekly Roundup: May 11-17, 2018

This roundup contains a collection of the posts published on the Forum during the week of May 11-17, 2018.

Rethinking Successor Criminal Liability, for the First Time

Posted by Mihailis Diamantis (University of Iowa), on Friday, May 11, 2018

Tags: Compliance and disclosure interpretation, Corporate crime, Corporate liability, Incentives, Liability standards, Management, Mergers & acquisitions, Misconduct, Public enforcement, Spinoffs, Succession

The Investor Stewardship Group’s Governance Principles

Posted by Anne Meyer, Don Cassidy, and Rajeev Kumar, Georgeson LLC, on Friday, May 11, 2018

Tags: Accountability, Board communication, Boards of Directors, Corporate Social Responsibility, Director qualifications, Diversity, Engagement, ESG, Europe, Institutional Investors, International governance, Long-Term value, Management, Shareholder rights, Shareholder voting, Stewardship, UK

SEC Rules and Guidance for Investment Advisers Standard of Conduct

Posted by Jessica Forbes and Joanna Rosenberg, Fried, Frank, Harris, Shriver & Jacobson LLP, on Saturday, May 12, 2018

Tags: Broker-dealers, Conflicts of interest, Disclosure, Duty of care, Fiduciary duties, Investment advisers, Investment Advisers Act, Investor protection, SEC, SEC rulemaking, Securities regulation

Compensation Committee Outlook: Staying Nimble in 2018

Posted by Jan Koors, Greg Stoeckel, and Matt Turner, Pearl Meyer & Partners, on Sunday, May 13, 2018

Tags: Boards of Directors, Clawbacks, Compensation committees, Compensation guidelines, Compensation ratios, ESG, Executive Compensation, Incentives, Pay for performance, Section 162(m), Taxation, Tech companies

Independent Directors: New Class of 2017

Posted by Steve W. Klemash, Kellie C. Huennekens, and Jamie Smith, EY Center for Board Matters, on Monday, May 14, 2018

Tags: Board composition, Board independence, Board tenure, Boards of Directors, Director qualifications, Director tenure, Disclosure, Diversity

The Demand Review Committee: How it Works, and How it Could Work Better

Posted by Justice Collins J. Seitz, Jr. (Delaware Supreme Court), and S. Michael Sirkin (Ross Aronstam & Moritz), on Monday, May 14, 2018

Tags: Boards of Directors, Delaware law, Derivative suits, Engagement, Securities litigation, Shareholder suits

Upcoming Uptick in Bank M&A Activity?

Posted by David Ingles and Sven Mickisch, Skadden, Arps, Slate, Meagher & Flom LLP, on Monday, May 14, 2018

Tags: Banks, Capital requirements, Dodd-Frank Act, Financial institutions, Financial regulation, Liquidity, Mergers & acquisitions, SIFIs, Stress tests

Discovery Trends in Litigation Finance Arrangements

Posted by Alan R. Glickman, William H. Gussman, Jr. and Hannah Thibideau, Schulte Roth & Zabel LLP, on Tuesday, May 15, 2018

Tags: California, Disclosure, Discovery, New York, Securities litigation, State law

Delaware’s Unwarranted Assumption in DCF Pricing

Posted by Arthur H. Rosenbloom (Consilium ADR) and Gilbert E. Matthews (Sutter Securities), on Tuesday, May 15, 2018

Tags: Appraisal rights, Capital allocation, Capital expenditures, Cash flows, Delaware law, Fair values, Firm valuation, Mergers & acquisitions, U.S. federal courts

An Early Look at US 2018 Proxy Season Trends

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Tuesday, May 15, 2018

Tags: Board composition, Boards of Directors, Diversity, Executive Compensation, Institutional Investors, Proxy disclosure, Proxy season, Section 162(m), Shareholder meetings, Shareholder voting, Virtual meetings

The Unresolved Quandary of Disclosure of Executive Illness

Posted by Allan Horwich (Northwestern Pritzker School of Law and Schiff Hardin LLP), on Wednesday, May 16, 2018

Tags: Class actions, Corporate liability, Disclosure, Fraud-on-the-Market, Management, Manager characteristics, Market reaction, Materiality, Rule 10b-5, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation

CII Comment Letter to MSCI On Unequal Voting Structures

Posted by Ken Bertsch, Council of Institutional Investors, on Wednesday, May 16, 2018

Tags: Agency costs, Boards of Directors, Capital structure, Dual-class stock, Index funds, Institutional Investors, Management, Private ordering, Securities regulation, Shareholder rights, Shareholder value, Shareholder voting

Do Institutional Investors Drive Corporate Social Responsibility? International Evidence

Posted by Hannes F. Wagner (Bocconi University) , on Thursday, May 17, 2018

Tags: Corporate culture, Corporate Social Responsibility, ESG, Firm performance, Institutional Investors, International governance, Netherlands, Ownership, Public interest

Failure to Disclose a Cybersecurity Breach

Posted by Matthew C. Solomon, Pamela L. Marcogliese, and Rahul Mukhi, Cleary Gottlieb Steen & Hamilton LLP, on Thursday, May 17, 2018

Tags: Cybersecurity, Disclosure, Risk disclosure, Risk management, SEC, SEC enforcement, Securities enforcement, Securities regulation, Settlements