Weekly Roundup: July 19-25, 2019

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

Defining Corwin’s Limits

Posted by Jason Halper, Nathan Bull, and Victor Beiger, Cadwalader, Wickersham & Taft LLP, on Friday, July 19, 2019

Tags: Boards of Directors, Corwin, Delaware cases, Delaware law, Disclosure, Liability standards, Merger litigation, Mergers & acquisitions

Comment Letter Regarding Earnings Releases and Quarterly Reports

Posted by Ariel Fromer Babcock and Sarah Keohane Williamson, FCLTGlobal, on Friday, July 19, 2019

Tags: Earnings disclosure, Financial reporting, Long-Term value, SEC, SEC rulemaking, Securities regulation, Shareholder value, Short-termism

Statement on Short-Term/Long-Term Management & Periodic Reporting System

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Friday, July 19, 2019

Tags: Accounting, Financial reporting, Investor protection, Long-Term value, Macroeconomics, Short-termism

The Bad Actor Disqualification Act and Expected Impact on SEC Settlements

Posted by Robin Bergen, Matt Solomon and Joon Kim, Cleary Gottlieb Steen & Hamilton LLP, on Saturday, July 20, 2019

Tags: Advanced notice, Investor protection, SEC, SEC enforcement, Securities enforcement, Securities regulation

Rulemaking Petition on More Restrictive SEC Buyback Rules

Posted by David Katz, Victor Goldfeld and Jenna Levine, Wachtell, Lipton, Rosen & Katz , on Saturday, July 20, 2019

Tags: Capital allocation, Repurchases, SEC, SEC rulemaking, Securities regulation, Shareholder primacy, Shareholder value

Individual Director Assessments

Posted by Rusty O’Kelley (Russell Reynolds Associates) and Matteo Tonello (The Conference Board, Inc.), on Sunday, July 21, 2019

Tags: Board composition, Board evaluation, Board performance, Board tenure, Boards of Directors, Director qualifications, Director tenure

CEO Pay Ratio: Leading Indicators of Broader Human Resource Matters?

Posted by Mike Kesner, Tara Tays, and Ed Sim, Deloitte Consulting LLP, on Sunday, July 21, 2019

Tags: Compensation disclosure, Compensation ratios, Disclosure, Executive Compensation, International governance, Management, SEC, Securities regulation, Shareholder proposals, UK

Violation of DGCL Section 203 and Stockholder Enforcement Rights

Posted by Andrew G. Gordon, Jaren Janghorbani, and Ross A. Fieldston, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Monday, July 22, 2019

Tags: Acquisition agreements, Antitakeover, Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, DGCL Section 203, Fairness review, Merger announcements, Mergers & acquisitions, MFW, Shareholder voting, Special committees

Does Revlon Matter? An Empirical and Theoretical Study

Posted by Sean J. Griffith (Fordham University), on Monday, July 22, 2019

Tags: Acquisition premiums, Delaware articles, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Jurisdiction, Merger litigation, Mergers & acquisitions, Negotiation, Revlon

A Banner Proxy Season for Political Disclosure and Accountability

Posted by Bruce F. Freed, Dan Carroll, and Karl J. Sandstrom, Center for Political Accountability, on Monday, July 22, 2019

Tags: Accountability, Boards of Directors, Charitable spending, Corporate Social Responsibility, Disclosure, Engagement, Political spending, Securities regulation, Transparency

First Successful Use of a Universal Proxy Card for a Control Slate in the United States

Posted by Steve Wolosky, Andrew Freedman, and Elizabeth Gonzalez-Sussman, Olshan Frome Wolosky LLP, on Tuesday, July 23, 2019

Tags: Boards of Directors, Proxy contests, Securities regulation, Shareholder nominations, Shareholder voting, Universal proxy ballots

How Much Do Directors Influence Firm Value?

Posted by Aaron Burt (University of Oklahoma), Christopher Hrdlicka (University of Washington), and Jarrad Harford (University of Washington), on Tuesday, July 23, 2019

Tags: Board dynamics, Board performance, Boards of Directors, Firm valuation, Market efficiency, Market reaction, Shareholder value, Social networks

Under Pressure: Directors in an Era of Shareholder Primacy

Posted by Jim Rossman, Christopher Couvelier, and Quinn Pitcher, Lazard, on Tuesday, July 23, 2019

Tags: Board dynamics, Boards of Directors, Engagement, Executive Compensation, Index funds, Institutional Investors, Say on pay, Shareholder voting

What Happened at the Corp Fin Roundtable on Short-Termism?

Posted by Cydney Posner, Cooley LLP, on Wednesday, July 24, 2019

Tags: Accounting, Commonsense Principles, Drag-along rights, Financial reporting, Institutional Investors, Long-Term value, R&D, Repurchases, Securities regulation, Short-termism

The Importance of Climate Risks for Institutional Investors

Posted by Philipp Krueger (University of Geneva), Zacharias Sautner (Frankfurt School of Finance & Management), and Laura T. Starks (University of Texas), on Wednesday, July 24, 2019

Tags: Climate change, Disclosure, Engagement, Environmental disclosure, ESG, Institutional Investors, Risk disclosure, Risk management, Surveys

Proxy Voting Outcomes: By the Numbers

Posted by Barbara Novick, BlackRock, Inc., on Wednesday, July 24, 2019

Tags: Boards of Directors, Executive Compensation, Index funds, Institutional Investors, Mergers & acquisitions, Proxy advisors, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting

A Look inside H.R. 2534: Insider Trading Prohibition Act

Posted by Rahul Mukhi, Shannon Daugherty, and Destiny D. Dike, Cleary Gottlieb Steen & Hamilton LLP, on Thursday, July 25, 2019

Tags: Insider trading, Liability standards, Rule 10b-5, SEC, SEC enforcement, Section 10(b), Securities enforcement, US House

The Future of Shareholder Activism

Posted by Assaf Hamdani (Tel Aviv University) and Sharon Hannes (Tel Aviv University), on Thursday, July 25, 2019

Tags: Asset management, Boards of Directors, Capital markets, Engagement, Fund managers, Hedge funds, Incentives, Institutional Investors, Mutual funds, Proxy fights, Shareholder activism, Stewardship

Amendments to the Accelerated Filer and Large Filer Definitions

Posted by Daniel Taylor, University of Pennsylvania, on Thursday, July 25, 2019

Tags: Accounting, Accounting standards, Audits, Financial reporting, Internal auditors, Restatements, SEC, SEC rulemaking, Securities fraud, Securities regulation