Weekly Roundup: January 25-31, 2019

This roundup contains a collection of the posts published on the Forum during the week of January 25-31, 2019.

Should Corporations Step Into the Governmental Vacuum?

Posted by Cydney Posner, Cooley LLP, on Friday, January 25, 2019

Tags: BlackRock, Corporate Social Responsibility, ESG, Institutional Investors, Long-Term value, Management, Shareholder value, Stakeholders, Stewardship

Dealing with Activist Hedge Funds and Other Activist Investors

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, January 25, 2019

Tags: Board communication, Boards of Directors, Engagement, Hedge funds, Institutional Investors, Investor relations officers, New Paradigm, Proxy voting, Public perception, Securities regulation, Shareholder activism, Shareholder value

Legitimate Yet Manipulative: The Conundrum of Open-Market Manipulation

Posted by Gina-Gail S. Fletcher (Indiana University), on Saturday, January 26, 2019

Tags: CFTC, Fraud-on-the-Market, Market conditions, Market efficiency, Market manipulation, Misconduct, SEC, SEC enforcement, Securities enforcement, Securities regulation

Q3 2018 Gender Diversity Index

Posted by Amit Batish, Equilar Inc., on Saturday, January 26, 2019

Tags: Board composition, Boards of Directors, California, Diversity, Institutional Investors, Proxy advisors

Financial Reporting in 2019: What Management and the Audit Committee Need to Know (and Ask)

Posted by Cathy Dixon, Ellen Odoner and P.J. Himelfarb, Weil, Gotshal & Manges LLP, on Sunday, January 27, 2019

Tags: Accounting, Accounting standards, Audit committee, Audits, Brexit, Compliance and disclosure interpretation, Cybersecurity, Disclosure, FASB, Financial reporting, GAAP, International governance, LIBOR, PCAOB, SEC

Finalized ISS FAQ Updates on Compensation Policies and Equity Compensation Plans

Posted by Michael Albano, Julia M. Rozenblit, and Emily C. Barry, Cleary Gottlieb Steen & Hamilton LLP, on Sunday, January 27, 2019

Tags: Equity-based compensation, Executive Compensation, Incentives, Institutional Investors, institutional Shareholder Services Inc., Pay for performance, Proxy advisors, Section 162(m), Shareholder voting

Program Hiring Post-Graduate Academic Fellows

Posted by the Harvard Law School Forum on Corporate Governance & Financial Regulation, on

, on Monday, January 28, 2019

Tags: Program on Corporate Governance

Arbitration with Uninformed Consumers

Posted by Mark Egan (Harvard Business School), Gregor Matvos (University of Texas at Austin), Amit Seru (Stanford University), on Monday, January 28, 2019

Tags: Agency costs, Arbitration, Broker-dealers, CFPB, Consumer protection, Corporate disputes, Financial advisers, Incentives, Information asymmetries, Information environment, Misconduct, Securities regulation

2018 Review of Shareholder Activism

Posted by Jim Rossman, Lazard, on Monday, January 28, 2019

Tags: BlackRock, Boards of Directors, Hedge funds, Index funds, Institutional Investors, International governance, Shareholder activism, Vanguard

Updated Hedging Disclosure Rules

Posted by John Newell, Goodwin Procter LLP, on Tuesday, January 29, 2019

Tags: Boards of Directors, Compliance and disclosure interpretation, Disclosure, Dodd-Frank Act, Filings, Hedging, Regulation S-K, Reporting regulation, SEC, SEC rulemaking, Securities regulation

Family Firms and the Stock Market Performance of Acquisitions and Divestitures

Posted by Raffi Amit (The Wharton School), Emilie Feldman (The Wharton School), and Belén Villalonga (NYU), on Tuesday, January 29, 2019

Tags: Acquisitions, Agency costs, Divestitures, Family firms, Firm performance, Mergers & acquisitions, Shareholder value, Stock performance

Shareholder Activism in Germany

Posted by Amadeus Moeser, Sidley Austin LLP, on Tuesday, January 29, 2019

Tags: Boards of Directors, Engagement, Germany, International governance, Management, Mergers & acquisitions, Minority shareholders, Proxy contests, Proxy voting, Shareholder activism, Shareholder proposals, Shareholder voting

Cross-Border M&A—2019 Checklist for Successful Acquisitions in the United States

Posted by Adam O. Emmerich and Robin Panovka, Wachtell, Lipton, Rosen & Katz, on Wednesday, January 30, 2019

Tags: Antitrust, CFIUS, Cross-border transactions, Disclosure, Distressed companies, International governance, Merger litigation, Mergers & acquisitions, SEC, Securities regulation, Taxation

Corporations are People Too (And They Should Act Like It)

Posted by Kent Greenfield (Boston College), on Wednesday, January 30, 2019

Tags: Citizens United v. FEC, Corporate forms, Corporate governance, Corporate Social Responsibility, Corporate veil, Disclosure, ESG, Political spending

Board Evaluation Disclosure

Posted by Glenn Davis and Brandon Whitehill, Council of Institutional Investors, on Wednesday, January 30, 2019

Tags: Board independence, Board oversight, Board performance, Board turnover, Boards of Directors, Disclosure, Succession

The Long View: US Proxy Voting Trends on E&S Issues from 2000 to 2018

Posted by Kosmas Papadopoulos, ISS Analytics, on Thursday, January 31, 2019

Tags: Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Institutional Investors, Proxy advisors, Proxy voting, Shareholder proposals, Shareholder voting, Stewardship, Sustainability

Deregulating Wall Street

Posted by Matthew Richardson (NYU), Kermit Schoenholtz (NYU), and Lawrence White (NYU), on Thursday, January 31, 2019

Tags: Banks, Capital markets, Capital requirements, CHOICE Act, Council of Institutional Investors, Deregulation, Dodd-Frank Act, Financial crisis, Liquidity, Risk, Risk management, Systemic risk, Volcker Rule

BlackRock Investment Stewardship Engagement Priorities for 2019

Posted by Michelle Edkins, BlackRock, Inc., on Thursday, January 31, 2019

Tags: BlackRock, Capital allocation, Engagement, Environmental disclosure, ESG, Executive Compensation, Human capital, Index funds, Long-Term value, Stewardship