Weekly Roundup: November 30-December 6, 2018

This roundup contains a collection of the posts published on the Forum during the week of November 30–December 6, 2018.

Proxy Voting and the Future of Corporations

Posted by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, November 30, 2018

Tags: Corporate Social Responsibility, Institutional Investors, Institutional voting, International governance, Long-Term value, Proxy voting, SEC, Securities regulation, Shareholder activism, Shareholder value, Shareholder voting

PLX, Burden of Proof for Damages, and the Internal Logic of Delaware Law

Posted by Holger Spamann (Harvard Law School), on Friday, November 30, 2018

Tags: Boards of Directors, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions

Online Digital Token Platforms as National Securities Exchanges

Posted by F. Dario de Martino, Susan I. Gault-Brown, and Daniel R. Kahan, Morrison & Foerster LLP, on Saturday, December 1, 2018

Tags: Blockchain, Compliance and disclosure interpretation, Cryptocurrency, Exchange Act, Financial technology, FINRA, SEC, SEC enforcement, Securities enforcement, Securities regulation, Settlements

Spotlight on Boards

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Saturday, December 1, 2018

Tags: Board leadership, Boards of Directors, Engagement, ESG, Executive Compensation, Executive performance, Incentives, Management, Oversight, Risk, Risk management, Shareholder activism, Sustainability

2018 Year-End Issues for Audit Committees

Posted by Steve Klemash and Jennifer Lee, EY Center for Board Matters, and John Schraudenbach, EY, on Sunday, December 2, 2018

Tags: Accounting, Audit committee, Board oversight, Board performance, Boards of Directors, Corporate culture, Disclosure, Financial reporting, Risk management, SEC, Securities regulation, Taxation

Common Ownership: Do Institutional Investors Really Promote Anti-Competitive Behavior?

Posted by George S. Dallas, International Corporate Governance Network (ICGN), on Sunday, December 2, 2018

Tags: Antitrust, Common ownership, Incentives, Institutional Investors, Long-Term value, Market efficiency, Ownership, Shared ownership, Shareholder rights, Shareholder value

Virtual Currencies as Commodities?

Posted by J. Paul Forrester and Matthew Bisanz, Mayer Brown LLP , on Monday, December 3, 2018

Tags: Bitcoin, Blockchain, CFTC, Commodities, Commodities Exchange Act, Cryptocurrency, Financial technology, Futures, Securities enforcement, Securities regulation

Financing the Response to Climate Change: The Pricing and Ownership of U.S. Green Bonds

Posted by George Serafeim (Harvard Business School), on Monday, December 3, 2018

Tags: Bonds, Climate change, Debt securities, ESG, Municipal securities, Ownership, Risk, Sustainability

State of Integrated and Sustainability Reporting 2018

Posted by Jon Lukomnik, Investor Responsibility Research Institute, on Monday, December 3, 2018

Tags: Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Integrated reporting, Stakeholders, Sustainability, Voluntary Disclosure

Default Activism in the Debt Market

Posted by Steven A. Cohen, Emil A. Kleinhaus, and John R. Sobolewski, Wachtell, Lipton, Rosen & Katz , on Tuesday, December 4, 2018

Tags: Corporate debt, Debt, Debt contracts, Defaults, Greenmail, Shareholder activism, Short sales

Why Common Ownership Is Not an Antitrust Problem

Posted by Douglas H. Ginsburg (U.S. Court of Appeals), on Tuesday, December 4, 2018

Tags: Antitrust, Asset management, Index funds, Institutional Investors, Mutual funds, Ownership, Securities regulation, Shareholder voting

Clearing the Bar: Shareholder Proposals and Resubmission Thresholds

Posted by Brandon Whitehill, Council of Institutional Investors, on Tuesday, December 4, 2018

Tags: Boards of Directors, CHOICE Act, Disclosure, ESG, Institutional Investors, Securities regulation, Shareholder proposals, Shareholder voting

Universal Proxies: What Companies Need to Know

Posted by Tiffany Fobes Campion, Christopher R. Drewry and Joshua M. Dubofsky, Latham & Watkins LLP, on Wednesday, December 5, 2018

Tags: Boards of Directors, Director nominations, Proxy advisors, Proxy contests, Proxy voting, SEC, Securities regulation, Shareholder nominations, Shareholder voting, Universal proxy ballots

Who Acquires Toxic Targets?

Posted by Chelsea Liu and Alfred Yawson (University of Adelaide), on Wednesday, December 5, 2018

Tags: Acquisitions, Environmental disclosure, Market reaction, Merger litigation, Mergers & acquisitions, Misconduct, Securities litigation, Securities regulation, Shareholder value, Target firms, U.S. federal courts

13F Analysis: Q3 2018

Posted by Jim Rossman, Lazard, on Wednesday, December 5, 2018

Tags: Disclosure, Exchange Act, Filings, Hedge funds, Rule 13F-1, Schedule 13F, Shareholder activism

Dinosaur Governance in the Era of Unicorns

Posted by Alissa Amico, GOVERN, on Thursday, December 6, 2018

Tags: Boards of Directors, Dual-class stock, IPOs, Management, Private firms, Tech companies, Tesla, Uber, Unicorns

Acquirer Reference Prices and Acquisition Performance

Posted by David A. Whidbee (Washington State University), on Thursday, December 6, 2018

Tags: Firm performance, Firm valuation, Market conditions, Market efficiency, Mergers & acquisitions, Target firms

Principles for a Responsible Civilian Firearms Industry

Posted by Christopher J. Ailman, CalSTRS and Christianna Wood, Harvard’s Advanced Leadership Initiative, on Thursday, December 6, 2018

Tags: Asset management, Corporate Social Responsibility, Disclosure, ESG, Institutional Investors, Pension funds, Social contract