Weekly Roundup: May 25-31, 2018

This roundup contains a collection of the posts published on the Forum during the week of May 25-31, 2018.

Continued Compensation to Incapacitated Controllers

Posted by Ning Chiu, Davis Polk & Wardwell LLP, on Friday, May 25, 2018

Tags: Boards of Directors, Compensation committees, Controlling shareholders, Delaware cases, Delaware law, Director compensation, Duty of good faith, Executive Compensation, Fiduciary duties, Management

Expanding the On-Ramp: Recommendations to Help More Companies Go and Stay Public

Posted by Brian, O’Shea, U.S. Chamber of Commerce, on Friday, May 25, 2018

Tags: Accounting, Capital formation, Capital markets, Financial reporting, Institutional Investors, IPOs, JOBS Act, Private firms, Public firms, Securities regulation, Small firms

An Introduction to Smart Contracts and Their Potential and Inherent Limitations

Posted by Stuart D. Levi and Alex B. Lipton, Skadden, Arps, Slate, Meagher & Flom LLP, on Saturday, May 26, 2018

Tags: Blockchain, Contracts, Cybersecurity, Financial technology, Legal systems, Risk, Risk management

Advance Notice Bylaw Deadlines: A Warning Shot

Posted by Shaun J. Mathew and Daniel E. Wolf, Kirkland & Ellis LLP, on Saturday, May 26, 2018

Tags: Advanced notice, Boards of Directors, Charter & bylaws, Director nominations, Mergers & acquisitions, New York, Shareholder activism, Shareholder meetings, Shareholder nominations, State law

Proposed Amendments to Delaware’s LLC and LP Acts

Posted by John D. Seraydarian and Monica M. Ayresm, Richards, Layton & Finger, P.A., on Sunday, May 27, 2018

Tags: Accounting, Blockchain, Corporate forms, Delaware law, Financial technology, Incorporations, LLCs, Public benefit corporations, State law

Taxes and Mergers: Evidence from Banks During the Financial Crisis

Posted by Albert H. Choi, Quinn Curtis, and Andrew T. Hayashi (University of Virginia Law School), on Sunday, May 27, 2018

Tags: Bank taxes, Banks, Corporate debt, Financial crisis, Financial institutions, Financial regulation, Internal Revenue Code, IRS, Mergers & acquisitions, Taxation

Labor Representation in Governance as an Insurance Mechanism

Posted by E. Han Kim (University of Michigan), Ernst G. Maug (University of Mannheim), and Christoph Schneider (Tilburg University), on Monday, May 28, 2018

Tags: Boards of Directors, Firm performance, Germany, Human capital, International governance, Labor markets, Risk, Stakeholders

The Xerox Takeover Saga

Posted by Steve Wolosky, Andrew Freedman, and Ron Berenblat, Olshan Frome Wolosky LLP, on Tuesday, May 29, 2018

Tags: Advanced notice, Boards of Directors, Charter & bylaws, Conflicts of interest, Management, Mergers & acquisitions, New York, Shareholder nominations

Regulatory Reform Should Spur Consolidation

Posted by Edward D. Herlihy and Richard K. Kim, Wachtell, Lipton, Rosen & Katz, on Tuesday, May 29, 2018

Tags: Banks, Capital requirements, Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation, Liquidity, Mergers & acquisitions, Systemic risk, Volcker Rule

China as a “National Strategic Buyer”: Towards a Multilateral Regime for Cross-Border M&A

Posted by Jeffrey N. Gordon (Columbia Law School) and Curtis J. Milhaupt (Stanford Law School), on Tuesday, May 29, 2018

Tags: Acquisitions, China, Cross-border transactions, Incentives, International governance, Mergers & acquisitions, State control

Directors’ Notes: A Trap for the Unwary?

Posted by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Wednesday, May 30, 2018

Tags: Board meetings, Board performance, Boards of Directors, Cybersecurity, Delaware cases, Discovery, Shareholder suits

Do Founders Control Start-Up Firms that Go Public?

Posted by Jesse Fried (Harvard Law School) and Brian Broughman (Indiana University), on Wednesday, May 30, 2018

Tags: Boards of Directors, Dual-class stock, IPOs, Management, Mergers & acquisitions, Shareholder voting, Tech companies, Venture capital firms

US Contentious Situations Update

Posted by Cristiano Guerra, Institutional Shareholder Services, Inc., on Wednesday, May 30, 2018

Tags: Boards of Directors, Institutional Investors, Proxy contests, Settlements, Shareholder activism, Shareholder voting

CEO Pay Ratio: A Deep Data Dive

Posted by Jessica Phan, Equilar, Inc., on Thursday, May 31, 2018

Tags: Accounting, Compensation disclosure, Compensation ratios, Dodd-Frank Act, Executive Compensation

Principles and Best Practices for Virtual Annual Shareowner Meetings

Posted by Anne Sheehan and Darla C. Stuckey, The Best Practices Committee for Shareowner Participation in Virtual Annual Meetings, on Thursday, May 31, 2018

Tags: Boards of Directors, Engagement, Institutional Investors, Shareholder meetings, Virtual meetings

Stock Market Short-Termism’s Impact

Posted by Mark Roe (Harvard Law School), on Thursday, May 31, 2018

Tags: Blockholders, Boards of Directors, Institutional Investors, Investor horizons, Long-Term value, R&D, Shareholder activism, Short-termism, Venture capital firms

Spotlight on Boards 2018

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Thursday, May 31, 2018

Tags: Board leadership, Boards of Directors, Compensation committees, Director compensation, Engagement, Executive Compensation, Executive performance, Management, Risk management, Shareholder activism