Weekly Roundup: July 6-12, 2018

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

Special Purpose Acquisition Companies: An Introduction

Posted by Ramey Layne and Brenda Lenahan, Vinson & Elkins LLP, on Friday, July 6, 2018

Tags: Acquisition agreements, Acquisitions, Capital structure, Corporate forms, Disclosure, Form 8-K, IPOs, Mergers & acquisitions, Securities regulation, Special purpose vehicles

Metamorphosis: Digital Assets and the U.S. Securities Laws

Posted by Robert Crea, Anthony Nolan, Eden Rohrer, K&L Gates LLP, on Saturday, July 7, 2018

Tags: Bitcoin, Blockchain, CFTC, Cryptocurrency, ICOs, Jurisdiction, No-action letters, Rule 506, SEC, SEC investigations, Securities regulation

SLB 14I: Impact of Board Discussion on 2018 NALs

Posted by Arthur H. Kohn and Katy Yang, Cleary Gottlieb Steen & Hamilton LLP, on Sunday, July 8, 2018

Tags: Boards of Directors, ESG, No-action letters, Proxy access, SEC, Securities regulation, Shareholder proposals, Shareholder voting

The Inapplicability of Corwin and Section 220

Posted by Sarah T. Runnells Martin and Michelle Davis, Skadden, Arps, Slate, Meagher & Flom LLP, on Monday, July 9, 2018

Tags: Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, DGCL Section 220, Fiduciary duties, Mergers & acquisitions, Shareholder voting

Are Merger Clauses Value Relevant to Target and Bidder Shareholders?

Posted by John C. Coates, IV (Harvard Law School), Darius Palia (Rutgers University) and Ge Wu (Rutgers University), on Monday, July 9, 2018

Tags: Acquisition agreements, Firm valuation, Market reaction, Merger litigation, Mergers & acquisitions

The Constitutionality of SEC-Appointed Judges

Posted by Margaret E. Tahyar, Linda Chatman Thomsen, and Amelia T.R. Starr, Davis Polk & Wardwell LLP, on Monday, July 9, 2018

Tags: ALJs, SEC, SEC enforcement, Securities enforcement, Securities regulation, Supreme Court

The “Hidden” Tax Cost of Executive Compensation

Posted by Kobi Kastiel (Tel Aviv University) and Noam Noked (The Chinese University of Hong Kong), on Tuesday, July 10, 2018

Tags: Compensation disclosure, Disclosure, Executive Compensation, IRS, Proxy materials, Reporting regulation, Section 162(m), Securities regulation, Shareholder rights, Shareholder value, Taxation, Transparency

A Fresh Look at Board Committees

Posted by Steve W. Klemash, Kellie C. Huennekens, and Jamie Smith, EY Center for Board Matters, on Tuesday, July 10, 2018

Tags: Audit committee, Banks, Boards of Directors, Compensation committees, Cybersecurity, Financial institutions, Management, Nominating committees, Oversight, Risk oversight

Mutual Fund Transparency and Corporate Myopia

Posted by Vikas Agarwal (Georgia State University), Rahul Vashishtha (Duke University), and Mohan Venkatachalam (Duke University), on Wednesday, July 11, 2018

Tags: Fund managers, Incentives, Innovation, Institutional Investors, Long-Term value, Mutual funds, Shareholder value, Short-termism, Transparency

Testing the Limits of Morrison

Posted by Veronica E. Callahan, Vincent A. Sama, and Jennifer Wieboldt, Arnold & Porter Kaye Scholer LLP, on Wednesday, July 11, 2018

Tags: Cross-border transactions, Morrison v. National Australia, Section 10(b), Securities enforcement, Securities fraud

Investing for Impact

Posted by Bhagwan Chowdhry (UCLA), Shaun Davies (University of Colorado, Boulder), Brian Waters (University of Colorado, Boulder), on Thursday, July 12, 2018

Tags: Benefit corporation, Capital formation, Corporate Social Responsibility, ESG, Reputation, Social capital, Sustainability

ISS Senate Hearing Statement

Posted by Gary Retelny, Institutional Shareholder Services, Inc., on Thursday, July 12, 2018

Tags: Boards of Directors, Corporate Governance Reform and Transparency Act, Disclosure, Institutional Investors, Proxy advisors, Proxy voting, Securities regulation, Shareholder voting, US Senate