Weekly Roundup: September 6-12, 2019

This roundup contains a collection of the posts published on the Forum during the week of September 6-12, 2019.

Implicit Communications and Enforcement of Corporate Disclosure Regulation

Posted by Ashiq Ali (University of Texas), Jill Fisch (University of Pennsylvania), and Hoyoun Kyung (University of Missouri), on Friday, September 6, 2019

Tags: Earnings disclosure, Information environment, Inside information, Liability standards, Regulation FD, Rule 10b-5, SEC, SEC enforcement, Securities regulation, Shareholder suits

Putting to Rest the Debate Between CSR and Current Corporate Law

Posted by Peter A. Atkins, Marc S. Gerber, and Edward B. Micheletti, Skadden, Arps, Slate, Meagher & Flom LLP, on Saturday, September 7, 2019

Tags: Corporate forms, Corporate Social Responsibility, DGCL, Shareholder primacy, Stakeholders

Proxy Scorecard and Fund Competition

Posted by James McRitchie, CorpGov.net, on Saturday, September 7, 2019

Tags: ESG, Institutional Investors, Mutual funds, Proxy advisors, Proxy voting, Securities regulation, Shareholder voting, Stakeholders

SEC Proposal Concerning Regulation S-K

Posted by Brian V. Breheny, Andrew J. Brady, and Ryan J. Adams, Skadden, Arps, Slate, Meagher & Flom LLP, on Sunday, September 8, 2019

Tags: Disclosure, Information environment, JOBS Act, Materiality, Regulation S-K, Risk disclosure, SEC, Securities regulation

Presidential Authority to Ban Companies from Operating in China

Posted by Brad S. Karp, Roberto J. Gonzalez and Jessica S. Carey, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Sunday, September 8, 2019

Tags: China, Donald Trump, International Emergency Economic Powers Act, International governance, Sanctions

Firearms—Investor Responses amid Political Inaction

Posted by Damien Fruchart, Michael Jenks, and Verena Simmel, ISS ESG, on Monday, September 9, 2019

Tags: Corporate Social Responsibility, DOJ, Engagement, ESG, Institutional Investors, Institutional voting, Shareholder activism, Shareholder voting, US Senate

Incorporating Market Reactions Into SEC Rulemaking

Posted by Alex Lee (Northwestern University), on Monday, September 9, 2019

Tags: Decision making, Market manipulation, Market reaction, SEC, SEC rulemaking, Securities regulation

Rule 14a-8 No-Action Requests

Posted by William H. Hinman, U.S. Securities and Exchange Commission, on Monday, September 9, 2019

Tags: No-action letters, Proxy season, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting

Executive Compensation and ESG

Posted by Janice Koors, Pearl Meyer & Partners LLC, on Tuesday, September 10, 2019

Tags: Climate change, Disclosure, Environmental disclosure, ESG, Executive Compensation, Pay for performance, Say on pay, Shareholder value, Sustainability

The SEC and Regulation of Exchange-Traded Funds: A Commendable Start and a Welcome Invitation

Posted by Henry T. C. Hu (University of Texas Law School) and John D. Morley (Yale Law School), on Tuesday, September 10, 2019

Tags: Arbitrage, Disclosure, Exchange-traded funds, Investment Company Act, SEC, Securities regulation, Transparency

Proxy Plumbing Recommendation

Posted by Anne Sheehan and John C. Coates, SEC Investor Advisory Committee, on Tuesday, September 10, 2019

Tags: DTC, Incentives, Institutional Investors, Institutional voting, Ownership, Proxy advisors, Proxy plumbing, Proxy voting, SEC, Securities lending, Shareholder voting, Transparency, Universal proxy ballots

Making a Comeback: SEC Fines for Regulation FD Violations

Posted by Susan S. Muck, Michael S. Dicke and Vincent Barredo, Fenwick & West LLP, on Wednesday, September 11, 2019

Tags: Disclosure, Regulation FD, SEC, SEC enforcement, Securities enforcement, Securities regulation

A Tale of Two Markets: Regulation and Innovation in Post-Crisis Mortgage and Structured Finance Markets

Posted by William W. Bratton (University of Pennsylvania) and Adam J. Levitin (Georgetown University), on Wednesday, September 11, 2019

Tags: Financial crisis, Financial regulation, Risk management, Securities regulation, Systemic risk, Underwriting

Proxy Season Rising Demand for Board Oversight of ESG

Posted by Peter Reali and Anthony Garcia, Nuveen, LLC, on Wednesday, September 11, 2019

Tags: Board composition, Board oversight, Boards of Directors, Diversity, ESG, Executive Compensation, Human capital, Institutional Investors, Proxy season, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting

Remarks to the Economic Club of New York

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Wednesday, September 11, 2019

Tags: Anti-corruption, Brexit, Capital formation, Capital markets, Corporate debt, FCPA, International governance, Investor protection, LIBOR, Securities regulation, UK

Finalized Changes to Volcker Rule

Posted by Lee Meyerson and Keith Noreika, Simpson Thacher & Bartlett LLP, on Thursday, September 12, 2019

Tags: Banks, Derivatives, Financial institutions, Financial regulation, Hedging, Liquidity, Proprietary trading, Risk management, Volcker Rule

Board Compliance

Posted by Brandon L. Garrett (Duke University School of Law), on Thursday, September 12, 2019

Tags: Board oversight, Boards of Directors, Compliance & ethics, Compliance and disclosure interpretation, Compliance officer, Corporate crime, Misconduct, Oversight, Securities enforcement, Wells Fargo

Stakeholder Governance and the Freedom of Directors to Embrace Long-Term Value Creation

Posted by Richard S. Horvath, Paul Hastings LLP, on Thursday, September 12, 2019

Tags: Boards of Directors, ESG, Institutional Investors, Long-Term value, Shareholder primacy, Stakeholders, Sustainability