Weekly Roundup: April 19

This roundup contains a collection of the posts published on the Forum during the week of April 19–25, 2019.

The Long-term Habits of a Highly Effective Corporate Board

Posted by Ariel Fromer Babcock, FCLTGlobal, on Friday, April 19, 2019

Tags: Board communication, Board composition, Board performance, Board tenure, Boards of Directors, Director qualifications, Diversity, Firm performance, Institutional Investors, Long-Term value, Shareholder value

Nuveen 2019 Proxy Season Preview

Posted by Peter Reali, Anthony Garcia, and Candace Hewitt, Nuveen, LLC., on Friday, April 19, 2019

Tags: Accountability, Board composition, Board independence, Boards of Directors, Climate change, Diversity, ESG, Proxy materials, Proxy season, Shareholder proposals

Decarbonization Advisory Panel Report and Letter to NYS Comptroller

Posted by Joy-Therése Williams and Alicia Seiger, Decarbonization Advisory Panel, on Saturday, April 20, 2019

Tags: Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, New York, Pension funds, Risk management, Sustainability

The Delaware Supreme Court’s Decision in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc.—Calculating Fair Value in Statutory Appraisal Cases

Posted by Jason M. Halper, Joshua Apfelroth, and Jared Stanisci, Cadwalader, Wickersham & Taft LLP, on Saturday, April 20, 2019

Tags: Agency costs, Arbitrage, Delaware cases, Delaware law, Fair values, Fairness review, Merger litigation, Mergers & acquisitions

On Proxy Advisors and Important Issues for Investors in 2019

Posted by Rick A. Fleming, U.S. Securities and Exchange Commission, on Sunday, April 21, 2019

Tags: Institutional Investors, Investor protection, Proxy advisors, Proxy voting, Regulation NMS, SEC, Securities regulation, Shareholder voting

Cryptocurrency and Other Digital Assets for Asset Managers

Posted by Gregory S. Rowland & Trevor I. Kiviat, Davis Polk & Wardwell LLP, on Monday, April 22, 2019

Tags: Asset management, Bitcoin, Blockchain, CFTC, Commodities, Commodity Exchange Act, Cryptocurrency, Disclosure, Financial advisers, Financial technology, ICOs, Regulation D, Securities regulation

Truth and Bias in M&A Target Fairness Valuations: Appraising the Appraisals

Posted by Matthew Shaffer (University of Southern California), on Monday, April 22, 2019

Tags: Arbitrage, Delaware articles, Delaware cases, Delaware law, Fair values, Fairness review, Merger litigation, Mergers & acquisitions

Lazard’s 1Q 2019 Activism Review

Posted by Jim Rossman, Lazard, on Monday, April 22, 2019

Tags: Boards of Directors, Director nominations, ESG, Hedge funds, Institutional Investors, Proxy contests, Proxy voting, Shareholder activism, Shareholder voting

Strict Interpretation of Merger Agreement: Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc.

Posted by Jason Halper, William Mills, and Joshua Apfelroth, Cadwalader, Wickersham & Taft LLP, on Tuesday, April 23, 2019

Tags: Acquisition agreements, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Termination, Termination fees

Three Dilemmas for Creating a Long-Term Board

Posted by Ariel Fromer Babcock (FCLTGlobal), Robert G. Eccles (University of Oxford), and Sarah Keohane Williamson (FCLTGlobal), on Tuesday, April 23, 2019

Tags: Accounting, Board oversight, Boards of Directors, Engagement, Institutional Investors, Long-Term value, Management, Shareholder value, Short-termism, Sustainability

Disclosure Simplification Round Two: a Deep Dive into SEC’s New Amendments

Posted by John O. Newell, Goodwin Procter LLP, on Tuesday, April 23, 2019

Tags: Compliance and disclosure interpretation, Confidentiality, Disclosure, Form 10-K, Form 10-Q, Form 8-K, Proxy materials, Registration statements, SEC, SEC rulemaking, Securities regulation

Governing Law and Forum Selection Clauses

Posted by Daniel Wolf and Stefan Atkinson, Kirkland & Ellis LLP, on Wednesday, April 24, 2019

Tags: Contracts, Delaware cases, Delaware law, Forum selection, Jurisdiction, New York, Securities litigation

The Undesirability of Mandatory Time-Based Sunsets in Dual Class Share Structures: A Reply to Bebchuk and Kastiel

Posted by Bernard S. Sharfman, R Street Institute, on Wednesday, April 24, 2019

Tags: Council of Institutional Investors, Dual-class stock, Institutional Investors, IPOs, Listing standards, Market conditions, Private ordering, Shareholder rights, Shareholder value, Stock performance

Five Ways to Enhance Board Oversight of Culture

Posted by Steve W. Klemash and Jamie C. Smith (EY Center for Board Matters) and Joe Dettmann (Ernst & Young LLP), on Wednesday, April 24, 2019

Tags: Accountability, Board oversight, Boards of Directors, Corporate culture, Human capital, Management, Oversight, Stakeholders

Claims Based on Warranty and Indemnity Liability (W&I) Policies

Posted by Joseph A. Castelluccio, Rebecca Bothamley, and Jennifer M. Miller, Mayer Brown LLP, on Thursday, April 25, 2019

Tags: Accounting, Audits, Disclosure, Insurance, Liability standards

Providing Retail Investors a Voice in the Proxy Process

Posted by J.W. Verret (George Mason University), on Thursday, April 25, 2019

Tags: Conflicts of interest, Disclosure, Institutional Investors, Proxy advisors, Retail investors, SEC, Securities regulation, Shareholder proposals, Shareholder voting, Surveys

MFW Compliance in Controller-led transaction Olenik v. Lozinski

Posted by Gail Weinstein, Steven Epstein, and Warren S. de Wied, Fried, Frank, Harris, Shriver & Jacobson LLP, on Thursday, April 25, 2019

Tags: Acquisition agreements, Compliance and disclosure interpretation, Controlling shareholders, Delaware cases, Delaware law, Disclosure, Merger litigation, Mergers & acquisitions, MFW, Supreme Court

Weekly Roundup: April 19–25, 2019