Weekly Roundup: August 23

This roundup contains a collection of the posts published on the Forum during the week of August 23–29, 2019.

Why Isn’t Your Mutual Fund Sticking Up for You?

Posted by Leo E. Strine Jr. (Delaware Supreme Court and Harvard Law School) and Antonio Weiss (Harvard Kennedy School), on Friday, August 23, 2019

Tags: Accountability, Corporate Social Responsibility, Incentives, Index funds, Institutional Investors, Institutional voting, Long-Term value, Mutual funds, Shareholder value, Shareholder voting, Stakeholders

Firearms and the Proxy Season

Posted by Cydney Posner, Cooley LLP, on Saturday, August 24, 2019

Tags: CalPERS, CalSTRS, Corporate Social Responsibility, Disclosure, ESG, Institutional Investors, Proxy season, Reputation, Shareholder voting

Stakeholder Governance and the Fiduciary Duties of Directors

Posted by Martin Lipton, Karessa L. Cain, and Kathleen C. Iannone, Wachtell, Lipton, Rosen & Katz, on Saturday, August 24, 2019

Tags: Boards of Directors, Corporate Social Responsibility, ESG, Fiduciary duties, Long-Term value, Shareholder primacy, Shareholder value, Short-termism, Stakeholders, Sustainability

Board Diversity Study

Posted by Ed Batts, Isabella Fu, and Sara Gates, Orrick, Herrington & Sutcliffe LLP, on Sunday, August 25, 2019

Tags: Board composition, Board dynamics, Boards of Directors, California, Diversity, Institutional Investors

Relative Performance and Incentive Metrics

Posted by John R. Sinkular, Phil Johnson, and Julia Kennedy, Pay Governance LLC, on Sunday, August 25, 2019

Tags: Equity-based compensation, Executive Compensation, Firm performance, Incentives, Pay for performance, Performance measures, Say on pay, TSR

Mutual Fund Excessive Fee Claims and Market Conditions

Posted by Robert Skinner, and Amy Roy, Ropes & Gray LLP, on Monday, August 26, 2019

Tags: Investment advisers, Mutual funds, Securities litigation, U.S. federal courts

CEO Incentives Shown to Yield Positive Societal Benefits

Posted by Lars Oxelheim (University of Agder), on Monday, August 26, 2019

Tags: Agency model, Executive Compensation, Incentives, International governance, Management

Appraisal Claim Waivers and Deal Covenants

Posted by Katherine Henderson, Amy Simmerman, and Brad Sorrels, Wilson Sonsini Goodrich & Rosati, on Monday, August 26, 2019

Tags: Acquisition agreements, Appraisal rights, Boards of Directors, Covenants, Delaware cases, Delaware law, Fiduciary duties, Merger litigation, Mergers & acquisitions, Shareholder suits

An Implied Private Right of Action Under the Investment Company Act

Posted by Robert A. Skinner and Amy D. Roy, Ropes & Gray LLP, on Tuesday, August 27, 2019

Tags: Contracts, Investment Company Act, Mutual funds, Securities litigation, Shareholder suits, U.S. federal courts

Shareholder Governance and CEO Compensation: The Peer Effects of Say on Pay

Posted by Diane K. Denis (University of Pittsburgh), Torsten Jochem (University of Amsterdam), and Anjana Rajamani (Erasmus University), on Tuesday, August 27, 2019

Tags: Boards of Directors, Compensation consultants, Executive Compensation, Information environment, Management, Pay for performance, Peer effects, Say on pay, Shareholder voting

Compensation Committees & Human Capital Management

Posted by Robert Newbury, Don Delves, and Ryan Resch, Willis Towers Watson, on Tuesday, August 27, 2019

Tags: Board oversight, Boards of Directors, Compensation committees, Diversity, Executive Compensation, Human capital, Succession

Economic Value Added Makes a Come Back

Posted by Seymour Burchman, Semler Brossy Consulting Group, LLC, on Wednesday, August 28, 2019

Tags: Accounting, Accounting standards, Disclosure, Economic value added, Firm performance, Institutional Investors, institutional Shareholder Services Inc., Pay for performance, Proxy advisors, Shareholder value

Index Fund Enforcement

Posted by Alexander I. Platt (Harvard Law School), on Wednesday, August 28, 2019

Tags: Accountability, Agency costs, BlackRock, Common ownership, Engagement, Fund managers, Incentives, Index funds, Institutional Investors, Misconduct, Securities litigation, Shareholder suits, Shareholder value, SSgA, Stewardship, Vanguard

Joint Statement on Proposed Changes to Regulation S-K

Posted by Robert J. Jackson, Jr. and Allison Herren Lee, U.S. Securities and Exchange Commission, on Wednesday, August 28, 2019

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

Rights and Obligations of Board Observers

Posted by Daniel E. Wolf, Kirkland & Ellis LLP, on Thursday, August 29, 2019

Tags: Board monitoring, Board oversight, Boards of Directors, Confidentiality, Fiduciary duties, Indemnification, Liability standards, Section 11, Securities Act, Securities litigation, Shareholder voting, U.S. federal courts

A New Understanding of the History of Limited Liability: An Invitation for Theoretical Reframing

Posted by Ron Harris (Tel Aviv University), on Thursday, August 29, 2019

Tags: Corporate forms, Corporate liability, International governance, Legal history, Liability standards, LLCs, Public firms

M&A at a Glance

Posted by Ariel J. Deckelbaum, Scott A. Barshay, and Robert B. Schumer, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Thursday, August 29, 2019

Weekly Roundup: August 23–29, 2019