Weekly Roundup: July 12-18, 2019

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

Shareholders and Stakeholders Around the World: The Role of Values, Culture, and Law in Directors’ Decisions

Posted by Amir N. Licht (Interdisciplinary Center Herzliya) and Renée B. Adams (University of Oxford), on Friday, July 12, 2019

Tags: Boards of Directors, Corporate culture, Corporate Social Responsibility, ESG, Management, Managerial style, Shareholder primacy, Shareholder value, Social capital, Social contract, Social policies, Stakeholders

EVA as a Performance Measure in Executive Incentive Plans

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

Tags: Accounting, Executive Compensation, Firm performance, Incentives, Institutional Investors, ISS, Pay for performance, Proxy advisors, Shareholder value, Shareholder voting

Increased Shareholder Activism at Banking Organizations?

Posted by Steve Wolosky, Andrew Freedman, and Ron Berenblatt, Olshan Frome Wolosky LLP, on Saturday, July 13, 2019

Tags: Banks, Boards of Directors, Controlling shareholders, Council of Institutional Investors, Federal Reserve, Financial institutions, Financial regulation, Proxy contests, Shareholder activism, Shareholder voting

The Test of Time: Adapting to a New Era of Executive Compensation

Posted by Amit Batish, Equilar Inc., on Sunday, July 14, 2019

Tags: Executive Compensation, Executive turnover, Incentives, Institutional Investors, Management, Pay for performance, Pension funds, Say on pay

Director Nominations and Overbroad Questionnaires

Posted by Steve Wolosky, Andrew M. Freedman, and Lori Marks-Esterman, Olshan Frome Wolosky LLP, on Monday, July 15, 2019

Tags: Advanced notice, Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, Hedge funds, Institutional Investors, Proxy contests, Shareholder activism, Shareholder nominations, Shareholder rights, Shareholder voting

Theory, Evidence, and Policy on Dual-Class Shares: A Country-Specific Response to a Global Debate

Posted by Aurelio Gurrea-Martínez (Singapore Management University), on Monday, July 15, 2019

Tags: Dual-class stock, International governance, IPOs, Listing standards, Moral hazard, Securities regulation, Shareholder voting

Testimony before the U.S. House of Representatives, Committee on Financial Services, Subcommittee on Investor Protection, Entrepreneurship and Capital Markets

Posted by James Andrus, California Public Employees’ Retirement System, on Monday, July 15, 2019

Tags: Boards of Directors, CalPERS, Citizens United v. FEC, Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Oversight, Political spending, Securities regulation, Sustainability, Systemic risk, Transparency

Walmart’s Failure to Maintain a Sufficient Anti-Corruption Compliance Program

Posted by Alex Young K. Oh, Mark F. Mendelsohn and Brad S. Karp, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Tuesday, July 16, 2019

Tags: Anti-corruption, Books and records, Compliance & ethics, DOJ, FCPA, International governance, SEC, SEC enforcement, Securities enforcement, Securities regulation, Wal-Mart

Conflicted Mutual Fund Voting in Corporate Law

Posted by Sean J. Griffith (Fordham University) and Dorothy S. Lund (University of Southern California), on Tuesday, July 16, 2019

Tags: Conflicts of interest, Delaware articles, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Mutual funds, Shareholder suits, Tesla

Statement on Opportunity Zones

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Tuesday, July 16, 2019

Tags: Capital formation, Equity offerings, Investor protection, Opportunity Zones, Retail investors, SEC, Securities regulation, Small firms

Staff Statement on LIBOR Transition

Posted by William H. Hinman, U.S. Securities and Exchange Commission, on Tuesday, July 16, 2019

Tags: Accounting, Banks, Financial institutions, Financial regulation, Financial reporting, Interest, LIBOR

Managerial Short-Termism and Investment: Evidence from Accelerated Option Vesting

Posted by Tomislav Ladika (University of Amsterdam) and Zacharias Sautner (Frankfurt School of Finance & Management), on Wednesday, July 17, 2019

Tags: Decision making, Equity-based compensation, Executive Compensation, Incentives, Long-Term value, Management, Managerial style, Short-termism, Stock options

Shareholders are Dispersed and Diverse

Posted by Barbara Novick, BlackRock, Inc., on Wednesday, July 17, 2019

Tags: Asset management, BlackRock, Index funds, Institutional Investors, Long-Term value, Pension funds, Shareholder activism, Sovereign Wealth Funds

Comments on the Climate Risk Disclosure Act of 2019

Posted by Mindy Lubber, Ceres, on Thursday, July 18, 2019

Tags: Climate change, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Institutional Investors, Risk, Risk disclosure, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Sustainability

Designing Business Forms to Pursue Social Goals

Posted by Ofer Eldar (Duke University), on Thursday, July 18, 2019

Tags: Benefit corporation, Corporate forms, Corporate Social Responsibility, ESG, Incentives, Shareholder value, Social capital, Social contract

Petition for Rulemaking to Revise Rule 10b-18

Posted by Heather Slavkin Corzo, AFL-CIO, on Thursday, July 18, 2019

Tags: Capital allocation, Equity-based compensation, Executive Compensation, Investor protection, Repurchases, Rule 10b-18, SEC, SEC rulemaking, Securities regulation, Shareholder primacy, Short-termism, Tax Cuts and Jobs Act