Weekly Roundup: September 21-27, 2018

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This roundup contains a collection of the posts published on the Forum during the week of September 21–27, 2018.

Confronting a New Agency Problem

Posted by Adi Libson (Bar-Ilan University), on Friday, September 21, 2018

Tags: Corporate Social Responsibility, Diversity, Engagement, Environmental disclosure, ESG, Shareholder power, Shareholder proposals, Shareholder voting

Fake News: Evidence from Financial Markets

Posted by Shimon Kogan (IDC Herzliya), Tobias Moskowitz (Yale School of Management), and Marina Niessner (AQR Capital Management), on Saturday, September 22, 2018

Tags: Financial reporting, Information environment, SEC, SEC enforcement, Securities enforcement, Securities regulation, Social media

Unicorn Stock Options—Golden Goose or Trojan Horse?

Posted by Anat Alon-Beck (NYU), on Sunday, September 23, 2018

Tags: Equity offerings, Equity-based compensation, Information asymmetries, Liquidity, Rule 701(e), SEC, Securities regulation, Stock options, Tech companies, Venture capital firms

Machine Learning and Artificial Intelligence in Financial Services

Posted by Pamela L. Marcogliese, Colin D. Lloyd, and Sandra M. Rocks, Cleary Gottlieb Steen & Hamilton LLP, on Monday, September 24, 2018

Tags: Algorithmic trading, Compliance and disclosure interpretation, Disclosure, Financial regulation, Financial technology, FINRA, Money laundering, Securities regulation, Transparency, Treasury Department

From Duty to Power

Posted by Brett McDonnell (University of Minnesota), on Monday, September 24, 2018

Tags: Accountable Capitalism Act, Benefit corporation, Boards of Directors, Corporate Social Responsibility, Incorporations, Management, Securities regulation, Shareholder voting, Stakeholders

Audit Committee Disclosures

Posted by Steve W. Klemash, Kellie C. Huennekens, and Jennifer Lee, EY Center for Board Matters, on Monday, September 24, 2018

Tags: Audit committee, Board composition, Boards of Directors, Director qualifications, Disclosure, External auditors, Financial reporting, Sarbanes–Oxley Act, Securities regulation, Transparency, Voluntary Disclosure

California Law Awaiting Governor’s Signature Exceeds State’s Jurisdiction

Posted by Theodore N. Mirvis and Kevin S. Schwartz, Wachtell, Lipton, Rosen & Katz, on Monday, September 24, 2018

Tags: Board composition, Boards of Directors, California, Charter & bylaws, Diversity, Incorporations, Jurisdiction, SB 826, Securities regulation, State law

My Beef with Stakeholders: Remarks at the 17th Annual SEC Conference, Center for Corporate Reporting and Governance

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Monday, September 24, 2018

Tags: Accountability, Board composition, Boards of Directors, Diversity, ESG, Fiduciary duties, Investor protection, Long-Term value, SEC, Securities regulation, Shareholder primacy, Stakeholders

Freeze-Out Mergers

Posted by Elif Dalkir (University of New Brunswick), Mehmet S. Dalkir (University of New Brunswick), and Doron Levit (The Wharton School), on Tuesday, September 25, 2018

Tags: Controlling shareholders, Freezeouts, Going private, Market efficiency, Mergers & acquisitions, Minority shareholders, Private benefits of control, Takeovers, Tender offer

IRS Guidance on Section 162(m) Tax Reform

Posted by Jean M. McLoughlin and Ron M. Aizen, Davis Polk & Wardwell LLP, on Wednesday, September 26, 2018

Tags: Compensation disclosure, Executive Compensation, Internal Revenue Code, Management, SEC, Section 162(m), Securities regulation, Tax Cuts and Jobs Act, Taxation

Employee Voice

Posted by Benjamin Colton (State Street Global Advisors), on Wednesday, September 26, 2018

Tags: Boards of Directors, Corporate culture, Diversity, Engagement, Europe, Firm performance, Human capital, International governance, Management, Stakeholders, Surveys

Regulation A+ Offerings for Tokens: What is the SEC Waiting For?

Posted by Robert Rosenblum, Amy Caiazza, Ben Dickson, Wilson Sonsini Goodrich & Rosati, on Wednesday, September 26, 2018

Tags: Blockchain, Capital formation, Cryptocurrency, Equity offerings, Howey test, JOBS Act, Regulation A, SEC, Securities regulation

Can the First Dutch Stewardship Code Encourage Investors to Act as Stewards

Posted by Hélène Vletter-van Dort (Erasmus School of Law) and Titiaan Keijzer (Erasmus School of Law), on Thursday, September 27, 2018

Tags: Boards of Directors, Engagement, Institutional Investors, International governance, Long-Term value, Netherlands, Securities lending, Shareholder voting, Stewardship, Stewardship Code, UK

Short-Changing Compliance

Posted by John Armour (University of Oxford), Jeffrey N. Gordon (Columbia Law School), Geeyoung Min (Columbia Law School), on Thursday, September 27, 2018

Tags: Agency costs, Board independence, Board oversight, Boards of Directors, Caremark, Clawbacks, Compliance & ethics, Director liability, Duty of care, Equity-based compensation, Executive Compensation, Fiduciary duties, Management

Digital Tokens: No Such Thing as a Free Launch

Posted by Daniel Nathan and Angelo Aratan, Orrick, Herrington & Sutcliffe LLP, on Thursday, September 27, 2018

Tags: Blockchain, Capital formation, Cryptocurrency, Equity offerings, Howey test, ICOs, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation