Weekly Roundup: September 14-20, 2018

This roundup contains a collection of the posts published on the Forum during the week of September 14–20, 2018.

CEO Pay Trends

Posted by Alex Knowlton, Equilar Inc., on Friday, September 14, 2018

Would a Shift to Semiannual Reporting Really Affect Short-Termism?

Posted by Cydney Posner, Cooley LLP, on Friday, September 14, 2018

Tags: Accounting, Disclosure, Donald Trump, Earnings disclosure, Financial reporting, Form 10-K, Long-Term value, Regulation S-K, Reporting regulation, SEC, Securities regulation, Short-termism

SEC No-Action Letters Related to Proxy Advisory Firms

Posted by Cydney Posner, Cooley LLP, on Saturday, September 15, 2018

Tags: Institutional Investors, Investment advisers, No-action letters, Proxy advisors, SEC, Securities regulation, Shareholder voting

Statement on Shareholder Voting

Posted by Robert J. Jackson, Jr., U.S. Securities and Exchange Commission, on Saturday, September 15, 2018

Tags: Boards of Directors, Institutional Investors, Proxy advisors, Retail investors, SEC, Securities regulation, Shareholder voting

Remarks to the SEC Investor Advisory Committee

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Saturday, September 15, 2018

Tags: Boards of Directors, Index funds, Institutional Investors, Investor protection, Proxy voting, SEC, Securities regulation, Shareholder voting

Streamlined SEC Disclosure Requirements

Posted by James J. Moloney, Elizabeth Ising and Hillary H. Holmes, Gibson, Dunn & Crutcher LLP, on Sunday, September 16, 2018

Tags: Accounting, Accounting standards, Compliance and disclosure interpretation, Disclosure, Dividends, FAST Act, Regulation S-K, SEC, SEC rulemaking, Securities regulation

Limiting the Reach of the FCPA

Posted by Jonathan Kolodner, Lisa Vicens, and Jen Kennedy Park, Cleary Gottlieb Steen & Hamilton LLP, on Monday, September 17, 2018

Tags: Anti-corruption, DOJ, Extraterritoriality, FCPA, Foreign firms, International governance, Jurisdiction, U.S. federal courts

Corporate Law Should Embrace Putting Workers On Boards: The Evidence Is Behind Them

Posted by Ewan McGaughey (King’s College, London), on Monday, September 17, 2018

Tags: Asset management, Boards of Directors, Institutional Investors, International governance, Labor markets, Mutual funds, Pension funds, Shareholder primacy, Stakeholders

Corporate Governance Oversight and Proxy Advisory Firms

Posted by Ike Brannon and Jared Whitley, Capital Policy Analytics, on Monday, September 17, 2018

Tags: Agency costs, Conflicts of interest, Dodd-Frank Act, Financial regulation, Glass Lewis, Institutional Investors, ISS, Proxy advisors, Proxy voting, Retail investors, Shareholder activism, Shareholder proposals, Transparency

SEC Ratification for Defective Administrative Proceedings

Posted by R. Daniel O’Connor, Daniel V. Ward and David Nasse, Ropes & Gray LLP, on Tuesday, September 18, 2018

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

Study of the German Corporate Governance Code Compliance

Posted by Christian Strenger (HHL Leipzig Graduate School of Management), on Tuesday, September 18, 2018

Tags: AktG, Board monitoring, Boards of Directors, Compliance & ethics, Germany, Incentives, International governance, Ownership structure, Reporting regulation, Securities regulation, Surveys, Transparency

SEC No-Action Letters on Investment Adviser Responsibilities in Voting Client Proxies and Use of Proxy Voting Firms

Posted by Steve Wolosky, Andrew Freedman, and Ron Berenblatt, Olshan Frome Wolosky LLP, on Tuesday, September 18, 2018

Tags: Boards of Directors, Conflicts of interest, Institutional Investors, Investment advisers, ISS, No-action letters, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting

The Universal Proxy Gains Traction: Lessons from the 2018 Proxy Season

Posted by David Whissel, MacKenzie Partners, Inc., on Wednesday, September 19, 2018

Tags: Boards of Directors, Private ordering, Proxy voting, SEC, Securities regulation, Shareholder activism, Shareholder voting, Universal proxy ballots

Growth in CEO Pay Since 1990

Posted by Joseph Bachelder, McCarter & English LLP, on Wednesday, September 19, 2018

Tags: Compensation disclosure, Equity-based compensation, Executive Compensation, Executive turnover, Firm performance, Incentives, Management, Pay for performance, Stock performance

Glass Lewis Response To SEC Statement Regarding Staff Proxy Advisory Letters

Posted by Nichol Garzon, Glass, Lewis & Co., on Wednesday, September 19, 2018

Tags: Institutional Investors, Investment advisers, No-action letters, Proxy advisors, Proxy voting, Rule 14a-2, SEC, Securities regulation, Shareholder voting, SLB 20

Private Equity and Blockchain: New Infrastructure or New Asset Class?

Posted by Andrew Moyle, Stuart Davis, and David Walker, Latham & Watkins LLP, on Thursday, September 20, 2018

Tags: Blockchain, Cost of capital, Cryptocurrency, Equity offerings, Financial technology, ICOs, Private equity, Securities regulation

The Law and Economics of Environmental, Social, and Governance Investing by a Fiduciary

Posted by Max M. Schanzenbach (Northwestern University) and Robert H. Sitkoff (Harvard Law School), on Thursday, September 20, 2018

Tags: DOL, Duty of loyalty, Endowments, ESG, Fiduciary duties, Impact investing, Pension funds, Prudence, Risk

Expulsion of LLC Member

Posted by Jason Halper, Nathan Bull, and James Fee Rahman, Cadwalader, Wickersham & Taft LLP, on Thursday, September 20, 2018

Tags: Contracts, Corporate forms, Delaware cases, Delaware law, LLCs, State law, Venture capital firms

Unfair Exchange: The State of America’s Stock Markets

Posted by Robert J. Jackson, Jr., U.S. Securities and Exchange Commission, on Thursday, September 20, 2018

Tags: Conflicts of interest, Equity securities, Information asymmetries, Information environment, Investor protection, Market efficiency, Oversight, Retail investors, SEC, Securities regulation, Transparency