Weekly Roundup: December 7-13, 2018

This roundup contains a collection of the posts published on the Forum during the week of December 7–13, 2018.

Opening Remarks at the Municipal Securities Conference

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Friday, December 7, 2018

Tags: Disclosure, Financial reporting, Information environment, Municipal securities, Retail investors, SEC, Securities regulation, Transparency

SEC Rulemaking Over the Past Year, the Road Ahead and Challenges Posed by Brexit, LIBOR Transition and Cybersecurity Risks

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Friday, December 7, 2018

Tags: Brexit, Capital formation, Cybersecurity, Investor protection, LIBOR, Proxy voting, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Shareholder voting

CEO Transitions: Mitigating Risks and Accelerating Value Creation

Posted by Rusty O’Kelley, Russell Reynolds Associates, on Sunday, December 9, 2018

Tags: Boards of Directors, Engagement, Executive turnover, Long-Term value, Management, Shareholder activism, Stakeholders, Succession

Corporate Governance Case Study: Tesla, Twitter, and the Good Weed

Posted by Justin Slane, Sharon Makower and Joe Green, Thomson Reuters Practical Law, on Monday, December 10, 2018

Tags: Boards of Directors, Disclosure, Elon Musk, Management, Oversight, Regulation FD, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation, Settlements, Social media, Tesla

Manager Sentiment and Stock Returns

Posted by Xiumin Martin (Washington University in St. Louis), on Monday, December 10, 2018

Tags: Disclosure, Financial reporting, Firm performance, Forecasting, Information environment, Management, Market reaction, Stock returns

Bebchuk-Hirst Study of Index Funds Wins IRRC Institute Prize

Posted by Itai Fiegenbaum (Harvard Law School), on Monday, December 10, 2018

Tags: Index funds, IRRC Institute, Program on Corporate Governance

2018 Annual Corporate Governance Review

Posted by Brigid Cremin Rosati, Edward Greene, and John Carroll, Georgeson LLC, on Tuesday, December 11, 2018

Tags: Boards of Directors, Compensation ratios, Executive Compensation, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting

The Causal Effect of Corporate Governance on Employee Satisfaction

Posted by Marco Menner and Frederic Menninger (University of Konstanz), on Tuesday, December 11, 2018

Tags: Corporate Social Responsibility, Human capital, Long-Term value, Shareholder primacy, Shareholder proposals, Shareholder rights, Shareholder value, Short-termism, Stakeholders, Sustainability

The Misguided Attack on Common Ownership

Posted by Lucian Bebchuk (Harvard Law School) and Scott Hirst (Boston University), on Tuesday, December 11, 2018

Tags: Agency costs, Engagement, FTC, Fund managers, Incentives, Index funds, Institutional Investors, Program on Corporate Governance, Securities regulation, Shared ownership, Stewardship

Preparing for the 2019 Proxy Season: Practical Guidance for Directors and Board Committees

Posted by Melissa Sawyer and Kathy Wang, Sullivan & Cromwell LLP, on Wednesday, December 12, 2018

Tags: Board turnover, Boards of Directors, Disclosure, Engagement, ESG, Executive Compensation, Proxy season, Proxy voting, Shareholder proposals, Shareholder voting, Sustainability

The Implementation of Corporate Governance in Pre-IPO Companies

Posted by David F. Larcker and Brian Tayan (Stanford University), on Wednesday, December 12, 2018

Tags: Board independence, Boards of Directors, Capital formation, Executive Compensation, IPOs, Management, Private firms, Public firms, Securities regulation, Venture capital firms

Testimony on Oversight of the U.S. Securities and Exchange Commission

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Wednesday, December 12, 2018

Tags: Audits, Brexit, Capital formation, Cybersecurity, Engagement, Institutional Investors, Investor protection, LIBOR, Proxy voting, Risk management, Sarbanes–Oxley Act, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation

Preparing for the 2019 Reporting Season

Posted by Doug Schnell, Lisa Stimmel and David Thomas, Wilson Sonsini Goodrich & Rosati, on Thursday, December 13, 2018

Tags: Board composition, Boards of Directors, Cybersecurity, Disclosure, Diversity, Engagement, ESG, Executive Compensation, Financial reporting, Form 10-K, Proxy disclosure, SEC, Securities regulation, Shareholder proposals, Shareholder voting, Virtual meetings

Governance Under the Gun: Spillover Effects of Hedge Fund Activism

Posted by Nickolay Gantchev (Southern Methodist University), Oleg Gredil (Tulane University), and Chotibhak Jotikasthira (Southern Methodist University), on Thursday, December 13, 2018

Tags: Boards of Directors, Firm valuation, Hedge funds, Institutional Investors, Shareholder activism, Target firms

Washington Update—Proxy Process Focus Continues

Posted by Nichol Garzon, Glass, Lewis & Co., on Thursday, December 13, 2018

Tags: Boards of Directors, Disclosure, ESG, Glass Lewis, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting