Weekly Roundup: April 12

This roundup contains a collection of the posts published on the Forum during the week of April 12–18, 2019.

The Rise of Books and Records Demands Under Section 220 of the DGCL

Posted by Roger A. Cooper, Vanessa C. Richardson, and Kimberly Black, Cleary Gottlieb Steen & Hamilton LLP, on Friday, April 12, 2019

Tags: Boards of Directors, Books and records, Delaware law, DGCL, DGCL Section 220, Discovery, Securities litigation, Shareholder suits

Noteworthy Developments in 2018 Affecting Executive Pay

Posted by Joseph Bachelder, McCarter & English LLP, on Friday, April 12, 2019

Tags: Disclosure, Dodd-Frank Act, Executive Compensation, Hedging, Incentives, IRS, Regulation S-K, SEC, Section 162(m), Tax Cuts and Jobs Act, Taxation

Regulators Join in Event-Driven Securities Litigation

Posted by Michael S. Flynn, James P. Rouhandeh, and Michael Kaplan, Davis Polk & Wardwell LLP, on Saturday, April 13, 2019

Tags: Bonds, Corporate fraud, DOJ, International governance, Misconduct, Rule 144, SEC, SEC enforcement, Securities litigation, Securities regulation, Volkswagen

2019 Proposed Amendments to DGCL

Posted by John Mark Zeberkiewicz and Brigitte Fresco, Richards, Layton & Finger, P.A., on Saturday, April 13, 2019

Tags: Appraisal rights, Boards of Directors, Delaware law, DGCL, Merger litigation, Mergers & acquisitions, Safe harbor, State law

Lorenzo v. SEC: Expanded Scope of Securities Fraud Liability

Posted by Martin J. Crisp, David Hennes and R. Daniel O’Connor, Ropes & Gray LLP, on Sunday, April 14, 2019

Tags: Fraud-on-the-Market, Liability standards, Rule 10b-5, SEC, Securities fraud, Supreme Court

2018 Year-End Activism Update

Posted by Richard Birns, Daniel Alterbaum, and William Koch, Gibson, Dunn & Crutcher LLP, on Monday, April 15, 2019

Tags: Board composition, Boards of Directors, Mergers & acquisitions, NASDAQ, NYSE, Proxy voting, Settlements, Shareholder activism, Target firms

The Life Cycle of Corporate Venture Capital

Posted by Song Ma (Yale University), on Monday, April 15, 2019

Tags: Firm performance, Innovation, R&D, Shareholder value, Venture capital firms

2019 Proxy Season Preview

Posted by Shirley Westcott, Alliance Advisors, on Monday, April 15, 2019

Tags: Board composition, Climate change, Diversity, Environmental disclosure, ESG, Proxy season, Proxy voting, Shareholder proposals, Shareholder voting, Sustainability

M&A/PE and Governance Update

Posted by Gail Weinstein, Steven Epstein, and David L. Shaw, Fried, Frank, Harris, Shriver & Jacobson LLP., on Tuesday, April 16, 2019

Tags: Boards of Directors, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions

The Purposive Transformation of Company Law

Posted by David Kershaw (London School of Economics) and Edmund‐Philipp Schuster (London School of Economics), on Tuesday, April 16, 2019

Tags: Accountability, Corporate culture, International governance, Securities regulation, Shareholder primacy, Shareholder rights, Shareholder value, Stakeholders, UK, UK Corporate Governance Code

2019 U.S. Executive Compensation Trends

Posted by John Roe and Kosmas Papadopoulos, ISS Analytics, on Tuesday, April 16, 2019

Tags: Compensation disclosure, Compensation ratios, Executive Compensation, Institutional Investors, Pay for performance, Proxy advisors, Say on pay, Shareholder voting

Recent Developments in Human Capital Management Disclosure

Posted by Betty M. Huber and Paula H. Simpkins, Davis Polk & Wardwell LLP, on Wednesday, April 17, 2019

Tags: Compensation disclosure, Compensation ratios, Disclosure, Human capital, Institutional Investors, Labor markets, SEC, SEC rulemaking, Securities regulation

Uncorporate Insider Trading

Posted by Peter Molk (University of Florida), on Wednesday, April 17, 2019

Tags: Corporate forms, Corporate liability, Disclosure, Information asymmetries, Inside information, Insider trading, Liability standards, SEC, SEC enforcement, Securities enforcement, Securities regulation

What’s the Problem with Dual Class Stock? A Brief Response to Professors Bebchuk and Kastiel

Posted by David J. Berger, Wilson Sonsini Goodrich & Rosati, on Wednesday, April 17, 2019

Tags: Agency costs, Agency model, Asset management, Capital structure, Dual-class stock, Institutional Investors, Private ordering, Shareholder voting

Bill Proposal—Corporate Executives Criminally Accountable for Negligent Conduct

Posted by Lev L. Dassin, Jennifer Kennedy Park, and David E. Wagner, Cleary Gottlieb Steen & Hamilton LLP, on Thursday, April 18, 2019

Tags: Corporate crime, Corporate liability, Elizabeth Warren, Management, Misconduct, Negligence, Securities enforcement

Communicating Culture Consistently: Evidence from Banks

Posted by Jillian Grennan (Duke University), on Thursday, April 18, 2019

Tags: Bank boards, Banks, Corporate culture, Financial advisers, Financial crisis, Firm performance, Management, Misconduct, Reputation, Risk management

2019 Say on Pay & Proxy Results

Posted by Todd Sirras and Austin Vanbastelaer, Semler Brossy, on Thursday, April 18, 2019

Tags: Boards of Directors, Compensation ratios, Executive Compensation, Institutional Investors, ISS, Proxy advisors, Proxy voting, Say on pay, Shareholder voting

Weekly Roundup: April 12–18, 2019