Weekly Roundup: September 13-19, 2019

This roundup contains a collection of the posts published on the Forum during the week of September 13-19, 2019.

Financial Contracting with the Crowd

Posted by Usha Rodrigues (University of Georgia), on Friday, September 13, 2019

Tags: Blockchain, Capital formation, Contracts, Crowdfunding, ICOs, Investor protection, Securities regulation, Venture capital firms

Audit Committee Reports to Shareholders

Posted by Steve Klemash, Jamie Smith, and Jennifer Lee, EY Center for Board Matters, on Friday, September 13, 2019

Tags: Audit committee, Audits, Disclosure, Risk disclosure, Risk management

Market Based Factors as Best Indicators of Fair Value

Posted by Jason Halper, Nathan Bull, and Sara Bussiere, Cadwalader, Wickersham & Taft LLP, on Saturday, September 14, 2019

Tags: Appraisal rights, Conflicts of interest, Delaware cases, Delaware law, Fair values, Incentives, Management, Merger litigation, Mergers & acquisitions

ISS 2019 Benchmarking Policy Survey—Key Findings

Posted by Betty Moy Huber and Paula H. Simpkins, Davis Polk & Wardwell LLP, on Saturday, September 14, 2019

Tags: Board composition, Boards of Directors, Capital structure, Climate change, Disclosure, Diversity, Environmental disclosure, ESG, Institutional Shareholder Services Inc., Oversight, Proxy advisors, Risk oversight, Sustainability

PE Sale of Portfolio Company to a SPAC

Posted by Douglas P. Warner and Dianna Lee, Weil, Gotshal & Manges LLP, on Sunday, September 15, 2019

Tags: IPOs, Mergers & acquisitions, Private equity, Public firms, Special purpose vehicles

No-Action Requests to Exclude Shareholder Proposals—A Change of Approach

Posted by Cydney Posner, Cooley LLP, on Sunday, September 15, 2019

Tags: Boards of Directors, Institutional Investors, No-action letters, Proxy season, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting

Is Your Board Accountable?

Posted by Rusty O’Kelley and Anthony Goodman, Russell Reynolds Associates, on Monday, September 16, 2019

Tags: Accountability, Board composition, Board oversight, Boards of Directors, Corporate culture, Diversity, Human capital, Institutional Investors, Management, Oversight

Reforming Pensions While Retaining Shareholder Voice

Posted by David Webber (Boston University), on Monday, September 16, 2019

Tags: 401(k), Institutional Investors, Pension funds, Retirement plans, Shareholder rights, Shareholder voting

Response to SEC Subcommittee Recommendations—Universal Ballot and Vote Confirmations

Posted by Dimitri Zagoroff, Glass, Lewis & Co., on Monday, September 16, 2019

Tags: Boards of Directors, Institutional Investors, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting, Universal proxy ballots

2019 Proxy Season Recap and 2020 Trends to Watch

Posted by Lyndon Park, ICR Inc., on Tuesday, September 17, 2019

Tags: Board composition, Boards of Directors, Diversity, ESG, Executive Compensation, Institutional Investors, IPOs, ISS, Pay for performance, Proxy advisors, Proxy season, Say on pay, Shareholder elections, Shareholder proposals

Modernizing Bank Merger Review

Posted by Jeremy C. Kress (University of Michigan), on Tuesday, September 17, 2019

Tags: Bank Holding Company Act, Banks, Financial crisis, Financial institutions, Financial regulation, Mergers & acquisitions, Systemic risk

Trends in Executive Compensation

Posted by Michael Kesner, Ed Sim, and Tara Tays, Deloitte Consulting LLP, on Tuesday, September 17, 2019

Tags: Boards of Directors, CFOs, Compensation committees, Compensation regulation, Engagement, Executive Compensation, Incentives, Pay for performance, Public perception, Risk-taking

Setting Directors’ Pay Under Delaware Law

Posted by Steve Seelig and Stephen Douglas, Willis Towers Watson, on Wednesday, September 18, 2019

Tags: Compensation consultants, Delaware cases, Delaware law, Director compensation, Duty of loyalty, Fairness review, Fiduciary duties, Goldman Sachs, Peer groups, Shareholder suits

Words Speak Louder Without Actions

Posted by Doron Levit (University of Pennsylvania), on Wednesday, September 18, 2019

Tags: Agency costs, Agency model, Board communication, Boards of Directors, Information asymmetries, Information environment, Management, Managerial style

Accounting Firms, Private Funds, and Auditor Independence Rules

Posted by David E. Wohl, Weil, Gotshal & Manges LLP, on Wednesday, September 18, 2019

Tags: Accounting, External auditors, Financial reporting, Private funds, SEC, SEC enforcement, Securities enforcement, Securities regulation, Settlements

New Policy for Shareholder Proposal Rule

Posted by Joseph Hall, Betty Huber, and Ning Chiu, Davis Polk & Wardwell LLP, on Thursday, September 19, 2019

Tags: Disclosure, Exchange Act, No-action letters, Proxy advisors, Rule 14a-8, SEC, SEC rulemaking, Securities litigation, Securities regulation, Shareholder proposals

The Limits of Delaware Corporate Law: Internal Affairs, Federal Forum Provisions, and Sciabacucchi

Posted by Joseph Grundfest (Stanford University), on Thursday, September 19, 2019

Tags: Charter & bylaws, Delaware cases, Delaware law, DGCL, Fiduciary duties, Forum selection, Jurisdiction, Section 11, Securities Act, Securities litigation, State law, U.S. federal courts

Directors’ Duties in an Evolving Risk and Governance Landscape

Posted by Martin Lipton and William Savitt, Wachtell, Lipton, Rosen & Katz, on Thursday, September 19, 2019

Tags: Boards of Directors, Climate change, Environmental disclosure, ESG, Index funds, Institutional Investors, Long-Term value, Shareholder primacy, Sustainability