Weekly Roundup: November 9-15, 2018

This roundup contains a collection of the posts published on the Forum during the week of November 9–15, 2018.

Emerging Practice in Long-Term Plans

Posted by Brian Tomlinson, CECP, on Friday, November 9, 2018

Tags: Board monitoring, Capital allocation, Disclosure, Engagement, ESG, Human capital, Information asymmetries, Information environment, Long-Term value, Management, Risk management, Shareholder value, Short-termism, Stakeholders

Glass Lewis’ Shareholder Initiative Guidelines

Posted by Courteney Keatinge, Glass, Lewis & Co., on Friday, November 9, 2018

Tags: Clawbacks, Disclosure, Diversity, Environmental disclosure, ESG, Executive Compensation, Glass Lewis, Materiality, Proxy advisors, Risk oversight, Shareholder proposals, Shareholder voting, Written consent

Decoding Quant ESG

Posted by Mike Chen, George Mussalli, and Yosef Zweibach, PanAgora Asset Management, Inc., on Saturday, November 10, 2018

Tags: Asset management, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Impact investing, Investment banking, Profitability, Risk, Shareholder value, Sustainability

The Limits of Mutual Fund Obligation to Shareholders

Posted by Robert Skinner and Amy Roy, Ropes & Gray LLP, on Sunday, November 11, 2018

Tags: Contracts, Disclosure, Mutual funds, Securities litigation, Securities regulation, Shareholder suits, U.S. federal courts

Investment Bank Liability for M&A Services

Posted by Arthur H. Rosenbloom (Consilium ADR) and Gilbert E. Matthews (Sutter Securities), on Monday, November 12, 2018

Tags: Banks, Boards of Directors, Delaware articles, Delaware law, Fiduciary duties, Financial institutions, Investment banking, Liability standards, Merger litigation, Mergers & acquisitions

Asking the Right Question: The Statutory Right of Appraisal and Efficient Markets

Posted by Jonathan R. Macey (Yale Law School) and Joshua Mitts (Columbia Law School), on Monday, November 12, 2018

Tags: Accounting, Acquisition agreements, Appraisal rights, Arbitrage, Bidders, Fair values, Market efficiency, Merger litigation, Mergers & acquisitions, Shareholder suits, Target firms

The SEC’s New Shareholder Proposal Guidance

Posted by Brian Breheny, Marc Gerber, and Richard Grossman, Skadden, Arps, Slate, Meagher & Flom LLP , on Monday, November 12, 2018

Tags: Boards of Directors, Director compensation, Executive Compensation, No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting, SLB 14J

Lessons from the CBS-NAI Dispute, Part V: “Independent” Directors at Controlled Corporations

Posted by Victor Lewkow, Christopher E. Austin, and Paul M. Tiger, Cleary Gottlieb Steen & Hamilton LLP, on Tuesday, November 13, 2018

Tags: Board independence, Boards of Directors, Conflicts of interest, Controlling shareholders, Delaware cases, Delaware law, DGCL, Listing standards, Management, NYSE, Securities litigation

Private Equity Indices Based on Secondary Market Transactions

Posted by Michael S. Weisbach (Ohio State University), on Tuesday, November 13, 2018

Tags: Buyouts, Capital markets, Fund performance, Institutional Investors, Private equity, Venture capital firms

The 2018 U.S. Spencer Stuart Board Index

Posted by Julie Hembrock Daum, Laurel McCarthy, and Erin Van Gessel, , on Tuesday, November 13, 2018

Tags: Board composition, Board performance, Board turnover, Boards of Directors, Director nominations, Director qualifications, Diversity, Risk management, Surveys

What the Tesla Settlement Means for Other Companies

Posted by Nick Grabar, David Lopez and Matthew C. Solomon, Cleary Gottlieb Steen & Hamilton LLP, on Wednesday, November 14, 2018

Tags: Compliance and disclosure interpretation, Disclosure, Elon Musk, Liability standards, Oversight, Regulation FD, Risk, SEC, SEC enforcement, Securities enforcement, Settlements, Social media, Tesla

CFO Pay Stagnancy

Posted by Hailey Robbers, Equilar, Inc., on Wednesday, November 14, 2018

Tags: CFOs, Equity-based compensation, Executive Compensation, Incentives, Pay for performance, Stock options, Tech companies

The Untenable Case for Keeping Investors in the Dark

Posted by Lucian Bebchuk (Harvard Law School), Robert J. Jackson, Jr. (U.S. Securities and Exchange Commission & NYU Law), James D. Nelson (University of Houston), and Roberto Tallarita (Harvard Law School), on Wednesday, November 14, 2018

Tags: Accountability, Citizens United v. FEC, Disclosure, Information environment, Institutional Investors, Political spending, Public firms, Rulemaking Petition on Corporate Political Spending, SEC, SEC rulemaking, Securities regulation, Shareholder rights, Transparency, Voluntary Disclosure