Weekly Roundup: May 24-30, 2019

This roundup contains a collection of the posts published on the Forum during the week of May 24-30, 2019.

UK Shareholder Activism and Battles for Corporate Control

Posted by Sam Bagot, Cleary Gottlieb Steen & Hamilton LLP, on Friday, May 24, 2019

Tags: Boards of Directors, Compliance and disclosure interpretation, Disclosure, Duty of good faith, Duty of loyalty, Fiduciary duties, Inside information, International governance, Management, Shareholder activism, UK

The Corporate Form for Social Good

Posted by David A. Katz and Laura McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, May 24, 2019

Tags: Benefit corporation, Corporate forms, Corporate Social Responsibility, Delaware law, ESG, Institutional Investors, Public interest, Shareholder value, Shareholder voting

The Relevance of Broker Networks for Information Diffusion in the Stock Market

Posted by Marco Di Maggio (Harvard Business School), on Saturday, May 25, 2019

Tags: Asset management, Broker-dealers, Hedge funds, Information asymmetries, Information environment, Schedule 13D, Securities regulation

President Trump’s Executive Order and Shareholder Engagement on Climate Change

Posted by Nell Minow, ValueEdge Advisors, on Saturday, May 25, 2019

Tags: Boards of Directors, Climate change, DOL, Engagement, Environmental disclosure, ERISA, ESG, Proxy voting, Retirement plans, Shareholder proposals, Shareholder voting, Sustainability

Externalities and the Common Owner

Posted by Madison Condon (New York University), on Sunday, May 26, 2019

Tags: Climate change, Common ownership, Diversification, ESG, Incentives, Institutional Investors, Institutional monitoring, Management, Shared ownership, Shareholder value

Management Duty to Set the Right “Tone at the Top”

Posted by David Lopez, Arthur H. Kohn, and Margot G. Mooney, Cleary Gottlieb Steen & Hamilton LLP, on Sunday, May 26, 2019

Tags: Compliance & ethics, General counsel, Internal control, Liability standards, Management, Misconduct, Negligence, Restatements, Securities enforcement, Securities litigation

Compliance, Compensation and Corporate Wrongdoing

Posted by Reinier Kraakman (Harvard Law School), Karl Hofstetter (University of Zurich), and Eugene F. Soltes (Harvard Business School), on Monday, May 27, 2019

Tags: Compliance & ethics, Corporate fraud, Executive Compensation, Global Settlement, Misconduct, Securities enforcement

Review and Predictions: 2019 Federal Securities Litigation and Regulation

Posted by Jason Halper, Kyle DeYoung, and Adam Magid, Cadwalader, Wickersham & Taft LLP, on Monday, May 27, 2019

Tags: Insider trading, Merger litigation, Mergers & acquisitions, SEC, Securities enforcement, Securities fraud, Securities litigation, Securities regulation, Supreme Court, U.S. federal courts

A Fresh Look at Exclusive Forum Provisions

Posted by Keith F. Higgins, Paul M. Kinsella, and Peter L. Welsh, Ropes & Gray LLP, on Tuesday, May 28, 2019

Tags: Charter & bylaws, Delaware cases, Delaware law, DGCL, Forum selection, Incorporations, Jurisdiction, SEC, Securities Act, Securities litigation, Securities regulation

Corporate Law and the Myth of Efficient Market Control

Posted by William Bratton (UPenn) and Simone M. Sepe (University of Arizona), on Tuesday, May 28, 2019

Tags: Agency costs, Delaware law, Incentives, Management, Market efficiency, Moral hazard, Shareholder activism, Shareholder power, Shareholder voting

13F Analysis: Q1 2019

Posted by Jim Rossman, Lazard, on Tuesday, May 28, 2019

Tags: Disclosure, Hedge funds, Institutional Investors, Shareholder activism

Sanctions Compliance Programs and Flags “Root Causes”

Posted by Brad Karp, Roberto Gonzalez, and Rachel Fiorill, Paul, Weiss, Rifkind, Wharton, Garrison LLP, on Wednesday, May 29, 2019

Tags: Audits, Compliance & ethics, Internal control, International governance, Money laundering, OFAC, Risk, Sanctions, Securities enforcement, Securities regulation

Crypto Assets and Insider Trading Law’s Domain

Posted by Andrew Verstein (Wake Forest University), on Wednesday, May 29, 2019

Tags: Bitcoin, Cryptocurrency, Financial technology, ICOs, Information asymmetries, Information environment, Insider trading, Securities enforcement, Securities regulation

Corporate Purpose: Stakeholders and Long-Term Growth

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Wednesday, May 29, 2019

Tags: Accountability, ESG, Institutional Investors, Long-Term value, Securities regulation, Shareholder voting, Stakeholders, Stewardship, Sustainability

SEC Roundtable on Short-Termism and Periodic Reporting System

Posted by David A. Katz and Victor Goldfield, Wachtell, Lipton, Rosen & Katz, on Thursday, May 30, 2019

Tags: Capital markets, Disclosure, Financial reporting, Incentives, IPOs, Long-Term value, Market efficiency, Public firms, Schedule 13D, SEC, Securities regulation, Shareholder value, Short-termism

Proxy Advisor Influence

Posted by Andrew Tuch (Washington University), on Thursday, May 30, 2019

Tags: Boards of Directors, Institutional Investors, International governance, ISS, Proxy advisors, Securities regulation, Shareholder voting, UK

A Quarter Century of Exchange-Traded Fun!

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Thursday, May 30, 2019

Tags: Bitcoin, Blockchain, Cryptocurrency, Exchange-traded funds, Financial technology, Leverage, SEC, Securities regulation