Weekly Roundup: September 7

This roundup contains a collection of the posts published on the Forum during the week of September 7–13, 2018.

Potential Reform to the Federal Reserve Board’s “Control Rules”

Posted by Arthur Long and James Springer, Gibson, Dunn & Crutcher LLP, on Friday, September 7, 2018

Tags: Bank boards, Bank Holding Company Act, Banks, Boards of Directors, Change in control, Director nominations, Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation, Securities regulation, Shareholder voting, Volcker Rule

IRS Guidance on Section 162(m)

Posted by Arthur Kohn, Michael Albano, and Julia Rozenbilt, Cleary Gottlieb Steen & Hamilton LLP, on Saturday, September 8, 2018

Tags: Accounting, Compensation disclosure, Equity-based compensation, Executive Compensation, Internal Revenue Code, IRS, Pay for performance, Section 162(m), Tax Cuts and Jobs Act, Taxation

Reporting Obligations of Variable Interest Entities

Posted by Jiang Bian and P. Rupert Russell, Shartsis Friese LLP, on Sunday, September 9, 2018

Tags: Compensation disclosure, Contracts, Corporate forms, Debt contracts, Disclosure, Executive Compensation, Financial reporting, Form 8-K, Mergers & acquisitions, Ownership, Related party transactions, SEC, Securities regulation

The Rise of Fiduciary Law

Posted by Tamar Frankel (Boston University), on Monday, September 10, 2018

Tags: Agency costs, Agency model, Fiduciary duties, Legal history, Social capital, Social networks

Will Warren’s Accountable Capitalism Act Help? The Answer is No.

Posted by Denise Kuprionis, The Governance Solutions Group, on Monday, September 10, 2018

Tags: Accountable Capitalism Act, Benefit corporation, Charter & bylaws, Corporate Social Responsibility, ESG, Incorporations, Long-Term value, Repurchases, Securities regulation, Shareholder primacy, Stakeholders

Volcker Rule 2.0: A Significant but Unfinished Proposal

Posted by George Madison, William Shirley and Michael Lewis, Sidley Austin LLP, on Tuesday, September 11, 2018

Tags: Banks, CFTC, Dodd-Frank Act, FDIC, Federal Reserve, Financial institutions, Financial regulation, Hedging, OCC, Proprietary trading, SEC, Underwriting, Volcker Rule

Non-Shareholder Voice in Bank Governance: Board Composition, Performance and Liability

Posted by Paul Davies (University of Oxford) and Klaus J. Hopt (Max Planck Institute), on Tuesday, September 11, 2018

Tags: Bank boards, Banks, Boards of Directors, Financial crisis, Financial institutions, Financial regulation, Systemic risk

Engaging with Rakhi Kumar of State Street Global Advisors

Posted by Andrew Letts, CamberView Partners, on Tuesday, September 11, 2018

Tags: Boards of Directors, Engagement, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Proxy advisors, Risk oversight, SASB, Shareholder activism, Shareholder voting, Stewardship, Sustainability

State Law Implementation of The New Paradigm

Posted by Martin Lipton and Ryan A. McLeod, Wachtell, Lipton, Rosen & Katz, on Tuesday, September 11, 2018

Tags: Accountability, Boards of Directors, Incorporations, Shareholder activism, Shareholder primacy, Staggered boards, Stakeholders, State law

A Proposed Alternative to Corporate Governance and the Theory of Shareholder Primacy

Posted by John R. Ellerman and Ira T. Kay, Pay Governance LLC, on Wednesday, September 12, 2018

Tags: Accountable Capitalism Act, Boards of Directors, Corporate forms, Incorporations, Political spending, Repurchases, Securities regulation, Shareholder primacy, Shareholder value, Short-termism, Stakeholders, State law

Citizens United as Bad Corporate Law

Posted by Jonathan R. Macey (Yale Law School) and Leo E. Strine, Jr. (Delaware Supreme Court and Harvard Law School), on Wednesday, September 12, 2018

Tags: Campaign finance, Citizens United v. FEC, Corporate forms, Legal systems, Ownership, Political spending, Supreme Court

The Legality of Mandatory Arbitration Bylaws

Posted by Andrew Rhys Davies, Allen & Overy LLP, on Thursday, September 13, 2018

Tags: Arbitration, Capital formation, Charter & bylaws, Class actions, IPOs, SEC, Securities litigation, Securities regulation, Shareholder rights, Shareholder suits

Complementary Macroprudential Regulation of Nonbank Entities and Activities

Posted by Jeremy Kress (University of Michigan), Patricia McCoy (Boston College), and Daniel Schwarcz (University of Minnesota), on Thursday, September 13, 2018

Tags: Financial crisis, Financial institutions, Financial regulation, FSOC, Prudence, Risk, SIFIs, Systemic risk

The Search for Meaningful Director Compensation Limits

Posted by Rebecca Burton and Michael Bowie, Willis Towers Watson, on Thursday, September 13, 2018

Tags: Board leadership, Boards of Directors, Compensation committees, Director compensation, Director tenure, Long-Term value, Outside directors, Ownership structure, Pay for performance, Say on pay, Shareholder suits

Weekly Roundup: September 7–13, 2018