Weekly Roundup: September 28

This roundup contains a collection of the posts published on the Forum during the week of September 28–October 4, 2018.

How Blockchain will Disrupt Corporate Organizations

Posted by Mark Fenwick (Kyushu University), Wulf A. Kaal (University of St. Thomas), and Erik P. M. Vermeulen (Tilburg University), on Friday, September 28, 2018

Tags: Blockchain, Contracts, Corporate forms, Cryptocurrency, Decentralization, Financial technology, Innovation

Corporate Governance Update: Shareholder Activism Is the Next Phase of #MeToo

Posted by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, September 28, 2018

Tags: #MeToo, Accountability, Board composition, Boards of Directors, Compensation ratios, Corporate culture, Diversity, Human capital, Institutional Investors, Misconduct, Risk management, Shareholder activism, Shareholder voting

On Elon Musk, Donald Trump, and Corporate Governance

Posted by Alissa Amico, GOVERN, on Saturday, September 29, 2018

Tags: Donald Trump, Elon Musk, Information environment, Investor protection, Market reaction, Rule 10b-5, SEC, SEC enforcement, Securities enforcement, Securities regulation, Social media, Tesla

Testimony on “Oversight of the SEC’s Division of Investment Management”

Posted by Dalia Blass, U.S. Securities and Exchange Commission, on Saturday, September 29, 2018

Tags: Capital markets, Cryptocurrency, Derivatives, Disclosure, Engagement, Exchange-traded funds, Human capital, Investment advisers, Oversight, Retail investors, SEC, US House

The SEC and Foreign Private Issuers: A Path to Optimal Public Enforcement

Posted by Yuliya Guseva (Rutgers), on Sunday, September 30, 2018

Tags: Compliance and disclosure interpretation, FCPA, Foreign issuers, International governance, Morrison v. National Australia, SEC, SEC enforcement, Section 10(b), Securities enforcement, Securities fraud, Securities regulation

Cyber Lessons from the SEC?

Posted by Craig A. Newman, Patterson Belknap Webb & Tyler LLP, on Monday, October 1, 2018

Tags: Accounting, Cybersecurity, Risk management, SEC, Securities regulation

Public Short Selling by Activist Hedge Funds

Posted by Ian Appel (Boston College), Jordan Bulka (Boston College), Vyacheslav Fos (Boston College), on Monday, October 1, 2018

Tags: Disclosure, Firm performance, Hedge funds, Information environment, Long-Term value, Securities regulation, Shareholder activism, Short sales, Stakeholders, Voluntary Disclosure

Statement Regarding Agreed Settlements with Elon Musk and Tesla

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Monday, October 1, 2018

Tags: Elon Musk, Misconduct, Rule 10b-5, SEC enforcement, Securities enforcement, Securities fraud, Settlements, Tesla

A Tale of Two Earnouts

Posted by Gail Weinstein, Brian T. Mangino, David L. Shaw, Fried, Frank, Harris, Shriver & Jacobson LLP, on Tuesday, October 2, 2018

Tags: Covenants, Delaware cases, Delaware law, Earnouts, Merger litigation, Mergers & acquisitions

The Rise of the Working Class Shareholder

Posted by David Webber (Boston University), on Tuesday, October 2, 2018

Tags: AFL-CIO, Class actions, ERISA, Fiduciary duties, Fund performance, Institutional Investors, Labor markets, Pension funds, Retail investors, Securities regulation, Shareholder activism, Shareholder suits, Shareholder voting

Private Equity Buyer/Public Target M&A Deal Study: 2015-17 Review

Posted by Richard Presutti, Matthew Gruenberg and Andrew Fadale, Schulte Roth & Zabel LLP, on Tuesday, October 2, 2018

Tags: Deal protection, Go-shop, Mergers & acquisitions, Private equity, Public firms, Termination fees

2018 Q2 Gender Diversity Index

Posted by Amit Batish, Equilar Inc., on Wednesday, October 3, 2018

Tags: Board composition, Boards of Directors, California, Corporate Social Responsibility, Director nominations, Diversity, Engagement, Institutional Investors, Securities regulation

2019 Proxy and Annual Reporting Season: Let the Preparations Begin

Posted by Laura D. Richman and Michael L. Hermsen, Mayer Brown LLP, on Wednesday, October 3, 2018

Tags: Boards of Directors, Cybersecurity, ESG, Institutional Investors, Proxy advisors, Proxy disclosure, Proxy season, Say on pay, Securities regulation, Shareholder proposals, Shareholder voting

Are Active Mutual Funds More Active Owners than Index Funds?

Posted by Lucian Bebchuk and Scott Hirst (Harvard Law School), on Wednesday, October 3, 2018

Tags: Agency costs, Disclosure, Fund managers, Fund performance, Incentives, Index funds, Institutional Investors, Mutual funds, Ownership, Shareholder activism, Shareholder value, Shareholder voting, Stewardship

UN Sustainable Development Goals—The Leading ESG Framework for Large Companies

Posted by Betty Moy Huber, Michael Comstock and Hilary Smith, Davis Polk & Wardwell LLP, on Thursday, October 4, 2018

Tags: Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Human rights, Institutional Investors, International governance, Sustainability, United Nations

Micro(structure) before Macro?

Posted by Yong Chen (Texas A&M University), Gregory W. Eaton (Oklahoma State University), and Bradley S. Paye (Virginia Tech), on Thursday, October 4, 2018

Tags: Equity securities, Forecasting, Liquidity, Macroeconomics, Market efficiency, Stock returns

2018 Relative TSR Prevalence and Design of S&P 500 Companies

Posted by Ben Burney, Exequity, LLP, on Thursday, October 4, 2018

Tags: Boards of Directors, Equity-based compensation, Executive Compensation, Firm performance, Incentives, Pay for performance, Peer groups, Say on pay, TSR

No Long-Term Value From Activist Attacks

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Thursday, October 4, 2018

Tags: Boards of Directors, Firm performance, Hedge funds, Long-Term value, Profitability, Shareholder activism, Shareholder value, Short-termism

Weekly Roundup: September 28–October 4, 2018