Weekly Roundup: March 1-7, 2019

This roundup contains a collection of the posts published on the Forum during the week of March 1-7, 2019.

Appraisal Litigation in Delaware: Trends in Petitions and Opinions (2006-2018)

Posted by David F. Marcus and Frank Schneider, Cornerstone Research, on Friday, March 1, 2019

Tags: Appraisal rights, Delaware cases, Delaware law, DGCL, DGCL Section 262, Fair values, Fairness review, Firm valuation, Merger litigation, Mergers & acquisitions

Comment Letter Regarding Mandatory Arbitration Bylaw Proposal at Johnson & Johnson

Posted by Jeff Mahoney, Council of Institutional Investors, on Friday, March 1, 2019

Tags: Arbitration, Charter & bylaws, Council of Institutional Investors, No-action letters, Rule 14a-8, SEC, Securities litigation, Securities regulation, Shareholder proposals

Rise of the Shadow ESG Regulators

Posted by Paul Rissman, Rights CoLab, and Diana Kearney, Oxfam America Inc., on Saturday, March 2, 2019

Tags: Asset management, Disclosure, Environmental disclosure, ESG, Fiduciary duties, Institutional Investors, Risk, SASB, Shareholder value, Sustainability

The Director-Shareholder Engagement Guidebook

Posted by Amy Freedman, Wes Hall, and Ian Robertson, Kingsdale Advisors, on Saturday, March 2, 2019

Tags: Board communication, Board oversight, Boards of Directors, Engagement, Institutional Investors, Proxy advisors, Risk management, Shareholder activism, Shareholder voting

Commodity Exchange Act Liability for Smart Contract Coders

Posted by Jonathan Marcus, Trevor Levine, Daniel O’Connell, Skadden, Arps, Slate, Meagher & Flom LLP, on Sunday, March 3, 2019

Tags: Blockchain, CFTC, Contracts, Cryptocurrency, Financial technology, Liability standards, Securities enforcement, Securities litigation, Securities regulation

Oral History Documentary Videos on Landmark Developments in Delaware Corporate Law

Posted by Michael Wachter, Lawrence A. Hamermesh, and Nadia Jannetta (University of Pennsylvania), on Monday, March 4, 2019

Tags: Delaware law, DGCL, DGCL Section 102, Legal history, Securities regulation, Shareholder suits, State law

Reconsidering Stockholder Primacy in an Era of Corporate Purpose

Posted by David J. Berger, Wilson Sonsini Goodrich & Rosati, on Monday, March 4, 2019

Tags: Corporate Social Responsibility, ESG, Institutional Investors, Shareholder primacy, Shareholder rights, Shareholder value, Stakeholders

Change the Conversation—Redefining How Companies Engage Investors on Sustainability

Posted by Kristen Lang, Ceres, on Monday, March 4, 2019

Tags: Accountability, Asset management, Corporate Social Responsibility, Disclosure, Engagement, Environmental disclosure, ESG, Impact investing, Institutional Investors, Sustainability

Proposed “Test-the-Waters” Communications Rules

Posted by Steve Quinlivan and Bryan Pitko, Stinson Leonard Street LLP, on Tuesday, March 5, 2019

Tags: Accredited investors, Capital formation, Equity offerings, Institutional Investors, Investor protection, JOBS Act, Regulation FD, SEC, SEC rulemaking, Securities regulation

Peer Group Choice and Chief Executive Officer Compensation

Posted by David F. Larcker (Stanford University), Charles McClure (University of Chicago), and Christina Zhu (University of Pennsylvania), on Tuesday, March 5, 2019

Tags: Agency costs, Boards of Directors, Executive Compensation, Firm performance, Human capital, Labor markets, Management, Peer groups, Rent-seeking

An Early Look at 2019 US Shareholder Proposals

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Tuesday, March 5, 2019

Tags: Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Institutional Investors, Proxy voting, Shareholder proposals, Shareholder voting

Driving the Conversation: Long-Term Roadmaps for Long-Term Success

Posted by Ariel Fromer Babcock, Allen He, and Victoria Tellez, FCLTGlobal, on Wednesday, March 6, 2019

Tags: Accounting, Board communication, Boards of Directors, Engagement, Firm performance, Institutional Investors, Long-Term value, Shareholder value, Short-termism

The End of “Corporate” Governance: Hello “Platform” Governance

Posted by Mark Fenwick (Kyushu University), Joseph A. McCahery (Tilburg University), and Erik P. M. Vermeulen (Tilburg University), on Wednesday, March 6, 2019

Tags: Cybersecurity, Financial technology, Privacy, Social capital, Social media, Social networks, Tech companies

Remarks Before the Council of Institutional Investors

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Wednesday, March 6, 2019

Tags: Arbitration, Board composition, Boards of Directors, Class actions, Disclosure, Diversity, Dual-class stock, Engagement, ESG, Institutional Investors, SEC, Securities regulation, Shareholder proposals

SEC Enforcement for Internal Control Failures

Posted by Nicolas Grabar, Sandra Flow and Alexander Janghorbani, Cleary Gottlieb Steen & Hamilton LLP, on Thursday, March 7, 2019

Tags: Accounting, Accounting irregularities, Books and records, Internal control, Restatements, SEC enforcement, Securities enforcement, Securities regulation

Long-Term Bias

Posted by Michal Barzuza (University of Virginia) and Eric Talley (Columbia University), on Thursday, March 7, 2019

Tags: Behavioral finance, Capital markets, Firm performance, Institutional Investors, IPOs, Long-Term value, Management, Overconfidence, Repurchases, Shareholder activism, Short-termism

Top 10 Sustainability Developments in 2018

Posted by Thomas Riesenberg, Sustainability Accounting Standards Board, on Thursday, March 7, 2019

Tags: Accounting standards, Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, International governance, Materiality, SASB, Sustainability