Weekly Roundup: February 15-21, 2019

This roundup contains a collection of the posts published on the Forum during the week of February 15-21, 2019.

Books and Records Access for Terminated Directors

Posted by Gail Weinstein, Brian T. Mangino, and Randi Lally, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, February 15, 2019

Tags: Boards of Directors, Books and records, Delaware cases, Delaware law, DGCL Section 220, Fiduciary duties, Management, Misconduct, Ousting directors, Reputation, Securities litigation

Board Diversity by U.S. Region

Posted by Brianna Ang, Equilar, Inc., on Saturday, February 16, 2019

Tags: Board composition, Boards of Directors, California, Diversity, ESG, Institutional Investors, ISS, Shareholder voting, State law

Practical Lessons in Boardroom Leadership

Posted by Joseph Mandato, DeNovo Ventures and William Devine, William Devine Esquire, on Saturday, February 16, 2019

Tags: Board dynamics, Board independence, Board leadership, Board meetings, Board oversight, Board performance, Boards of Directors, Corporate culture, Management, Tesla

The Method of Production of Long-Term Plans

Posted by Brian Tomlinson, CECP, and Mike Krzus, BrownFlynn, on Saturday, February 16, 2019

Tags: Board communication, Boards of Directors, Engagement, ESG, Incentives, Investor relations officers, Learning, Long-Term value, Management, Managerial style, Shareholder value, Short-termism

Corporate Bankruptcy and Restructuring 2018-2019

Posted by Joshua A. Feltman and Emil A. Kleinhaus, Wachtell, Lipton, Rosen & Katz, on Sunday, February 17, 2019

Tags: 401(k), Bankruptcy, Bankruptcy Code, Bankruptcy Code s.363, Restructurings, Securities litigation

Text Messages and Personal Emails in Corporate Litigation

Posted by Daniel Wolf and Matthew Solum, Kirkland & Ellis LLP, on Sunday, February 17, 2019

Tags: Board communication, Books and records, Delaware cases, Delaware law, Disclosure, Discovery, Securities litigation

Keeping Investors out of Court—The Looming Threat of Mandatory Arbitration

Posted by Salvatore Graziano and Robert Trisotto, Bernstein Litowitz Berger & Grossmann LLP, on Monday, February 18, 2019

Tags: Arbitration, Charter & bylaws, Class actions, Institutional Investors, Investor protection, Misconduct, SEC, Securities fraud, Securities litigation, Securities regulation, Shareholder rights, Shareholder suits, U.S. federal courts

Institutional Investors as Short Sellers?

Posted by Peter Molk (University of Florida) and Frank Partnoy (University of California Berkeley), on Monday, February 18, 2019

Tags: Arbitrage, Hedge funds, Information asymmetries, Information environment, Institutional Investors, Market efficiency, Mutual funds, Short sales

Investing in the Environment

Posted by Alissa Amico, GOVERN, on Monday, February 18, 2019

Tags: Accountability, Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Institutional Investors, Risk management, Shareholder voting, Sustainability

Communicating with the Investment Community in the Digital Age

Posted by Jonathan Doorley, Brunswick Group LLP, on Tuesday, February 19, 2019

Tags: Board communication, Engagement, Information environment, Institutional Investors, Management, Shareholder communications, Social media

Bank Boards: What Has Changed Since the Financial Crisis?

Posted by Shivaram Rajgopal (Columbia Business School), Suraj Srinivasan (Harvard Business School), and Yu Ting Forester Wong (University of Southern California), on Tuesday, February 19, 2019

Tags: Bank boards, Banks, Board composition, Board performance, Board turnover, Boards of Directors, Director qualifications, Financial crisis, Financial institutions, Financial regulation, Incentives, Overboarding, Risk management, Systemic risk

Investor Engagement and Activist Shareholder Strategies

Posted by Chris Ruggeri, Deloitte Transactions and Business Analytics LLP, on Tuesday, February 19, 2019

Tags: Board monitoring, Boards of Directors, Engagement, Institutional Investors, International governance, Long-Term value, Management, Shareholder activism, Short-termism

The Ashland-Cruiser Proxy Contest—A Case Study

Posted by James Woolery, Rob Leclerc, and Richard Fields, King & Spalding LLP, on Wednesday, February 20, 2019

Tags: Boards of Directors, Engagement, Hedge funds, Proxy contests, Settlements, Shareholder activism, Shareholder nominations, Shareholder voting

Mandatory Securities Arbitration Under New Jersey Corporate Law

Posted by Jacob Hale Russell (Rutgers), on Wednesday, February 20, 2019

Tags: Arbitration, Charter & bylaws, Class actions, Contracts, Exchange Act, Rule 10b-5, Section 11, Securities enforcement, Securities fraud, Securities litigation, State law

The NYC Comptroller’s New Normal?

Posted by Cydney Posner, Cooley LLP, on Wednesday, February 20, 2019

Tags: Climate change, ESG, Institutional Investors, Long-Term value, New York, No-action letters, Pension funds, Rule 14a-8, SEC, Securities litigation, Securities regulation, Shareholder proposals, Sustainability

REIT M&A: Use and Overuse of Special Committees

Posted by Adam O. Emmerich, Robin Panovka, and William Savitt, Wachtell Lipton Rosen & Katz, on Wednesday, February 20, 2019

Tags: Boards of Directors, Buyouts, Conflicts of interest, Deal protection, Management, Mergers & acquisitions, Negotiation, REITs, Shareholder value, Special committees

Social Responsibility and Enlightened Shareholder Primacy: Views from the Courtroom and Boardroom

Posted by Peter Atkins, Marc Gerber and Edward Micheletti, Skadden, Arps, Slate, Meagher & Flom LLP, on Thursday, February 21, 2019

Tags: Boards of Directors, Corporate Social Responsibility, Delaware law, Environmental disclosure, ESG, Long-Term value, Shareholder primacy, Shareholder proposals, Shareholder value, Shareholder voting, Sustainability

The Creation and Evolution of Entrepreneurial Public Markets

Posted by Shai Bernstein (Stanford University), Abhishek Dev (Harvard University), Josh Lerner (Harvard University), on Thursday, February 21, 2019

Tags: Capital formation, Entrepreneurs, International governance, Investor protection, IPOs, Listing standards, Minority shareholders, Risk, Securities regulation, Small firms