Weekly Roundup: August 30–September 5, 2019

This roundup contains a collection of the posts published on the Forum during the week of August 30–September 5, 2019.

UK Guidance on Corporate Cooperation Credit

Posted by Stuart Alford, Nathan H. Seltzer, and Christopher M. Ting, Latham & Watkins LLP, on Friday, August 30, 2019

Tags: Deferred prosecution agreements, International governance, Misconduct, Securities enforcement, Securities fraud, UK

Closing the Information Gap

Posted by Stephen Davis (Harvard Law School), on Friday, August 30, 2019

Tags: Accountability, Board independence, Board oversight, Board performance, Boards of Directors, Compliance & ethics, Oversight, Risk management

Board Oversight of Corporate Political Activity and CEO Activism

Posted by Holly J. Gregory, Sidley Austin LLP, on Friday, August 30, 2019

Tags: Board oversight, Boards of Directors, Corporate Social Responsibility, Disclosure, ESG, Lobbying, Management, Political spending, Reputation, Social capital

Compensation Committees and ESG

Posted by Robert Newbury, Don Delves, and Ryan Resch, Willis Towers Watson, on Saturday, August 31, 2019

Tags: Compensation committees, Corporate Social Responsibility, Disclosure, ESG, Executive Compensation, Human capital, Sustainability

A More Strategic Board

Posted by Maureen Bujno, Benjamin Finzi and Vincent Firth, Deloitte LLP, on Saturday, August 31, 2019

Tags: Board composition, Board dynamics, Board independence, Board performance, Boards of Directors, Diversity, Engagement, Management, Transparency

Confidentiality and Inspections of Corporate Books and Records

Posted by Justin T. Kelton, Abrams, Fensterman, Fensterman, Eisman, Formato, Ferrara, Wolf & Carone, LLP, on Sunday, September 1, 2019

Tags: Books and records, Confidentiality, Delaware cases, Delaware law, DGCL, DGCL Section 220, Discovery, Securities litigation

SEC Guidance for Investment Advisers and Proxy Advisory Firms: An Analysis

Posted by Cydney Posner, Cooley LLP, on Sunday, September 1, 2019

Tags: Glass Lewis, Institutional Investors, Institutional Shareholder Services Inc., Investment advisers, Proxy advisors, Proxy voting, Reliance, SEC, Securities regulation, Shareholder voting

Cyber Risk Board Oversight

Posted by Steve W. Klemash, Pete Cordero, and Chuck Seets, EY Center for Board Matters, on Monday, September 2, 2019

Tags: Board oversight, Boards of Directors, Corporate culture, Cybersecurity, Risk, Risk management, Risk oversight

Six Reasons We Don’t Trust the New “Stakeholder” Promise from the Business Roundtable

Posted by Nell Minow, ValueEdge Advisors, on Monday, September 2, 2019

Tags: Business Roundtable, Corporate Social Responsibility, ESG, Institutional Investors, Management, Political spending, Shareholder primacy, Shareholder value, Stakeholders, Sustainability

Federal Forum Provisions and the Internal Affairs Doctrine

Posted by Dhruv Aggarwal (Yale University), Albert H. Choi (University of Michigan), and Ofer Eldar (Duke University), on Monday, September 2, 2019

Tags: Agency costs, Charter & bylaws, Delaware articles, Delaware law, Firm valuation, Forum selection, Incentives, IPOs, Jurisdiction, Private equity, Securities litigation, Shareholder suits, Shareholder value, Venture capital firms

Information Litigation in Corporate Law

Posted by George S. Geis (University of Virginia), on Tuesday, September 3, 2019

Tags: Agency costs, Books and records, Contracts, Disclosure, Information asymmetries, Information environment, Inside information, Reporting regulation, Securities litigation, Securities regulation, Shareholder rights, Shareholder suits

Automatic Stay of Discovery—Securities Act Class Actions in State Courts

Posted by Andrew J. Ehrlich, Jane B. O’Brien, and Richard A. Rosen, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Tuesday, September 3, 2019

Tags: Class actions, Discovery, New York, PSLRA, Securities Act, Securities enforcement, Securities litigation

2019 Mid-Year Securities Litigation Update

Posted by Jefferson E. Bell, Brian M. Lutz and Robert F. Serio, Gibson, Dunn & Crutcher LLP, on Tuesday, September 3, 2019

Tags: Appraisal rights, Delaware cases, Erica John Fund v. Halliburton, Fairness review, Merger litigation, Mergers & acquisitions, Omnicare, Securities enforcement, Securities litigation, Supreme Court

A First Challenge to California’s Board Gender Diversity Law

Posted by Cydney Posner, Cooley LLP, on Wednesday, September 4, 2019

Tags: Board composition, Boards of Directors, California, Diversity, ESG, Securities litigation, State law

Engineered Credit Default Swaps: Innovative or Manipulative?

Posted by Gina-Gail S. Fletcher (Indiana University), on Wednesday, September 4, 2019

Tags: Credit default swaps, Derivatives, Duty of good faith, International governance, Investor protection, ISDA, Market manipulation, Market reaction, Securities regulation, UK

Smaller Public Companies and ESG

Posted by Jurgita Ashley, Thompson Hine LLP, on Wednesday, September 4, 2019

Tags: Boards of Directors, California, Diversity, Engagement, ESG, Glass Lewis, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, State law

SEC’s New Guidance on Proxy Voting Responsibilities

Posted by David A. Bell and Robert A. Freedman, Fenwick & West LLP, on Thursday, September 5, 2019

Tags: Boards of Directors, Institutional Investors, Investment advisers, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting

Did the Siebel Systems Case Limit the SEC’s Ability to Enforce Regulation Fair Disclosure?

Posted by Kristian D. Allee (University of Arkansas), on Thursday, September 5, 2019

Tags: Disclosure, Information asymmetries, Information environment, Regulation FD, SEC, SEC enforcement, Securities enforcement, Securities litigation, Securities regulation

Activist Proxy Slates and Advance Notice Bylaws

Posted by Steven M. Haas, Hunton Andrews Kurth LLP, on Thursday, September 5, 2019

Tags: Advanced notice, Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, Proxy contests, Shareholder activism, Shareholder voting