Weekly Roundup: June 1-June 7, 2018

This roundup contains a collection of the posts published on the Forum during the week of June 1-June 7, 2018.

Global Governance: Board Independence Standards and Practices

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Friday, June 1, 2018

Tags: Asia-Pacific, Board independence, Boards of Directors, Europe, International governance, Securities regulation

Caremark and Reputational Risk Through #MeToo Glasses

Posted by Arthur H. Kohn, Elizabeth Bieber, and Vanessa C. Richardson, Cleary Gottlieb Steen & Hamilton LLP, on Saturday, June 2, 2018

Tags: Accountability, Boards of Directors, Business judgment rule, Caremark, Compliance & ethics, Corporate culture, Delaware cases, Delaware law, Director liability, Duty of care, Fiduciary duties, Liability standards, Management, Misconduct, Reputation

Nomination Committees and Corporate Governance: Lessons from Sweden and the UK

Posted by Sophie Nachemson-Ekwall (Stockholm School of Economics), on Saturday, June 2, 2018

Tags: Agency costs, Board oversight, Boards of Directors, Conflicts of interest, Corporate culture, Director nominations, Engagement, EU, Institutional Investors, International governance, Nominating committees, Ownership, Sweden, UK

How To Avoid Bungling Off-Cycle Engagements with Stockholders

Posted by Ethan A. Klingsberg and Elizabeth K. Bieber, Cleary Gottlieb Steen & Hamilton LLP, on Sunday, June 3, 2018

Tags: Boards of Directors, Engagement, Index funds, Institutional Investors, Long-Term value, Proxy season, Shareholder meetings, Shareholder voting

The Importance of Inferior Voting Rights in Dual-Class Firms

Posted by Dov Solomon (Ramat Gan Law School), on Sunday, June 3, 2018

Tags: Agency costs, Boards of Directors, Capital structure, Controlling shareholders, Disclosure, Dual-class stock, Entrenchment, Index funds, Investor protection, Listing standards, Management, Private benefits of control, Securities regulation, Shareholder voting

Anticipating and Planning for Geopolitical & Regulatory Changes

Posted by Steve W. Klemash, EY Center for Board Matters and Jon Shames, EY Geostrategic Business Group, on Monday, June 4, 2018

Tags: Boards of Directors, Engagement, International governance, Management, Risk, Risk management, Risk oversight

The Hypocrisy of Hedge Fund Activists

Posted by Kai Haakon Liekefett, Sidley Austin LLP, on Monday, June 4, 2018

Tags: Board composition, Board independence, Boards of Directors, Diversity, Governance standards, Hedge funds, Institutional Investors, Settlements, Shareholder activism, Shareholder voting, Takeover defenses

Cheap-Stock Tunneling Around Preemptive Rights

Posted by Jesse Fried and Holger Spamann (Harvard Law School), on Monday, June 4, 2018

Tags: Capital formation, Conflicts of interest, Controlling shareholders, Equity offerings, Information asymmetries, Investor protection, Offer pricing, Shareholder rights, Tunneling

Board Lessons: Succeeding with Investors in a Crisis

Posted by Krystal Berrini and Rob Zivnuska, CamberView Partners, on Tuesday, June 5, 2018

Tags: Board communication, Board independence, Boards of Directors, Disclosure, Engagement, Institutional Investors, Reputation, Risk, Risk management, Shareholder voting

Post-Dell Appraisal—Still Work to be Done

Posted by Daniel E. Wolf and Gilad Zohari, Kirkland & Ellis LLP, on Tuesday, June 5, 2018

Tags: Appraisal rights, Delaware cases, Delaware law, Fair values, In re Appraisal of Dell, Merger litigation, Mergers & acquisitions

Measuring the Impact of Median Employee Pay on the CEO Pay Ratio

Posted by Ira Kay and Blaine Martin, Pay Governance LLC, on Wednesday, June 6, 2018

Tags: Boards of Directors, Compensation committees, Compensation disclosure, Compensation ratios, Dodd-Frank Act, Executive Compensation, Labor markets, Management, Say on pay, SEC, Securities regulation

Lazard’s 1Q 2018 13F Filing Analysis

Posted by Jim Rossman, Lazard, on Wednesday, June 6, 2018

Tags: Blockholders, Exchange Act, Filings, Hedge funds, Schedule 13D, Schedule 13F, Shareholder activism, Shareholder voting

Proposed Amendments to the Volcker Rule

Posted by Robert J. Jackson, Jr., U.S. Securities and Exchange Commission, on Thursday, June 7, 2018

Tags: Banks, Financial crisis, Financial institutions, Hedging, Investor protection, Proprietary trading, Risk, Systemic risk, Volcker Rule

Statement on Proposed Revisions to Prohibitions and Restrictions on Propriety Trading and Certain Interests in, and Relationships With, Hedge Funds and Private Equity Funds

Posted by Kara M. Stein, U.S. Securities and Exchange Commission, on Thursday, June 7, 2018

Tags: Banks, Dodd-Frank Act, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, Hedge funds, Hedging, Investor protection, Moral hazard, Private equity, Proprietary trading, Risk, Securities regulation, Systemic risk, Volcker Rule

Statement at Open Meeting on Inter-Agency Proposal for Amendments to the Volcker Rule

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Thursday, June 7, 2018

Tags: Banks, Capital requirements, Financial institutions, Financial regulation, Liquidity, Proprietary trading, Securities regulation, Volcker Rule