Weekly Roundup: August 16

This roundup contains a collection of the posts published on the Forum during the week of August 16–22, 2019.

Recent Application of Caremark: Oversight Liability

Posted by Jason J. Mendro, Andrew S. Tulumello, and Jason H. Hilborn, Gibson, Dunn & Crutcher LLP, on Friday, August 16, 2019

Tags: Board independence, Boards of Directors, Caremark, Compliance & ethics, Delaware cases, Delaware law, Derivative suits, Director liability, Disclosure, Fiduciary duties, Incentives, Liability standards, Management, Risk management

Audit Committee Disclosure in Proxy Statements—2019 Proxy Review

Posted by Leeann Arthur, Krista Parsons, and Robert Lamm, Deloitte LLP, on Friday, August 16, 2019

Tags: Audit committee, Board oversight, Boards of Directors, Corporate fraud, Cybersecurity, Privacy, Risk disclosure, Risk management

What the Capital One Hack Means for Boards of Directors

Posted by John Reed Stark, John Reed Stark Consulting LLC, on Saturday, August 17, 2019

Tags: Boards of Directors, Cybersecurity, Disclosure, Engagement, Privacy, Risk management

Remarks before the 38th Government-Business Forum on Small Business Capital Formation

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Saturday, August 17, 2019

Tags: Accredited investors, Capital formation, Investor protection, Private equity, Private firms, SEC, Securities regulation, Venture capital firms

Making Sense of Monte Carlo

Posted by Ben Burney, Exequity, LLP, on Sunday, August 18, 2019

Tags: Accounting, Accounting standards, Equity-based compensation, Executive Compensation, Forecasting, Incentives, Market reaction, Monte Carlo, Stock options

Technology and Life Sciences IPOs

Posted by James D. Evans and Robert A. Freedman, Fenwick & West LLP, on Monday, August 19, 2019

Tags: Dual-class stock, Firm valuation, IPOs, Lock-up agreements, Tech companies

Relative Performance Evaluation in CEO Compensation: A Talent-Retention Explanation

Posted by David De Angelis (Rice University) and Yaniv Grinstein (Cornell University), on Monday, August 19, 2019

Tags: Contracts, Executive Compensation, Executive performance, Firm performance, Long-Term value, Management, Pay for performance

A Win in Proxy Fight for Universal Proxy Card

Posted by Lizanne Thomas and Robert A. Profusek, Jones Day, on Monday, August 19, 2019

Tags: Boards of Directors, Majority voting, Plurality Voting, Proxy contests, Proxy voting, Shareholder nominations, Shareholder voting, Universal proxy ballots

SEC Proposal to Modernize Reg S-K

Posted by Cydney Posner, Cooley LLP, on Tuesday, August 20, 2019

Tags: Disclosure, Human capital, Regulation S-K, SEC, Securities regulation

How Do Venture Capitalists Make Decisions?

Posted by Will Gornall (University of British Columbia), on Tuesday, August 20, 2019

Tags: Contracts, Decision making, Entrepreneurs, Firm performance, Management, Venture capital firms

Securities Class Action Filings—2019 Midyear Assessment

Posted by Alexander “Sasha” Aganin and John Gould, Cornerstone Research, on Tuesday, August 20, 2019

Tags: Class actions, Disclosure, Filings, Merger litigation, Mergers & acquisitions, Securities Act, Securities fraud, Securities litigation, Securities regulation

Stakeholder Corporate Governance Business Roundtable and Council of Institutional Investors

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Wednesday, August 21, 2019

Tags: Business Roundtable, Climate change, Corporate Social Responsibility, Council of Institutional Investors, ESG, Institutional Investors, Long-Term value, Shareholder primacy, Stakeholders, Sustainability

The Future or Fancy? An Empirical Study of Public Benefit Corporations

Posted by Michael B. Dorff (Southwestern University), James Hicks (University of California Berkeley), and Steven Davidoff Solomon (University of California Berkeley), on Wednesday, August 21, 2019

Tags: Benefit corporation, Capital formation, Corporate forms, Corporate Social Responsibility, Fiduciary duties, Public benefit corporations, Shareholder primacy, Small firms, Venture capital firms

Remarks at SECs Small Business Capital Formation Advisory Committee Meeting

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Wednesday, August 21, 2019

Tags: Capital formation, Disclosure, Financial reporting, Information environment, JOBS Act, Mergers & acquisitions, Regulation S-X, Securities regulation, Small firms

Statement at Open Meeting on Commission Guidance and Interpretation Regarding Proxy Voting and Proxy Voting Advice

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Wednesday, August 21, 2019

Tags: Fiduciary duties, Incentives, Information environment, Institutional Investors, Institutional monitoring, Institutional voting, Oversight, Proxy advisors, Proxy voting

Legal Implications of The Business Roundtable Statement on Corporate Purpose

Posted by Betty M. Huber, Joseph A. Hall, and Louis Goldberg, Davis Polk & Wardwell LLP, on Wednesday, August 21, 2019

Tags: Boards of Directors, Business Roundtable, Corporate Social Responsibility, Disclosure, Duty of care, Duty of good faith, Duty of loyalty, ESG, Fiduciary duties, Human capital, Shareholder primacy, Shareholder value, Stakeholders

So Long to Shareholder Primacy

Posted by Cydney Posner, Cooley LLP, on Thursday, August 22, 2019

Tags: Business Roundtable, Corporate Social Responsibility, Council of Institutional Investors, ESG, Shareholder primacy, Shareholder value, Stakeholders

Institutional Investors’ Proxy Voting Responsibilities and Use of Proxy Advisory Firms

Posted by David A. Katz, Sabastian V. Niles, and Elina Tetelbaum, Wachtell, Lipton, Rosen & Katz, on Thursday, August 22, 2019

Tags: Conflicts of interest, Fiduciary duties, Institutional Investors, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting

Statement on Proxy-Advisor Guidance

Posted by Robert J. Jackson, Jr., U.S. Securities & Exchange Commission, on Thursday, August 22, 2019