Weekly Roundup: September 20-26, 2019

This roundup contains a collection of the posts published on the Forum during the week of September 20-26, 2019.

Stakeholder Governance—Some Legal Points

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, September 20, 2019

Tags: Boards of Directors, Corporate Social Responsibility, Duty of care, ESG, Fiduciary duties, Long-Term value, Oversight, Stakeholders, Sustainability

Are Early Stage Investors Biased Against Women?

Posted by Michael Ewens (California Institute of Technology) and Richard Townsend (UCSD), on Friday, September 20, 2019

Tags: Capital formation, Diversity, Entrepreneurs, Venture capital firms

Statement on Volcker Rule Amendments

Posted by Robert J. Jackson, Jr., U.S. Securities and Exchange Commission, on Friday, September 20, 2019

Tags: Banks, Financial crisis, Financial institutions, Financial regulation, Investor protection, Liquidity, Moral hazard, Securities regulation, Systemic risk, Volcker Rule

Trading and Arbitrage in Cryptocurrency Markets

Posted by Igor Makarov (London School of Economics) and Antoinette Schoar (MIT), on Saturday, September 21, 2019

Tags: Arbitrage, Bitcoin, Blockchain, Capital markets, Cryptocurrency, Europe, Financial technology, International governance

No Action Process—Letter from Five Investor Organizations to SEC Division of Corporate Finance

Posted by Sanford Lewis, Shareholder Rights Group, on Saturday, September 21, 2019

Tags: Accountability, Council of Institutional Investors, Institutional Investors, No-action letters, Retail investors, Rule 14a-8, SEC, SEC enforcement, SEC rulemaking, Securities regulation, Shareholder proposals, Transparency

Reg FD Enforcement Action

Posted by Cydney Posner, Cooley LLP, on Sunday, September 22, 2019

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

Investor Stewardship Reporting and Engagement

Posted by Hywel Ball, Loree Gourley, and Brandon Perlberg, EY UK, on Sunday, September 22, 2019

Tags: Asset management, Climate change, Diversity, Engagement, ESG, Europe, Fund managers, Human capital, Reputation, Stewardship, Stewardship Code, Surveys, Transparency, UK

Use of Special Committees in Conflict Transactions

Posted by Andrew R. Brownstein, Benjamin M. Roth, and Elina Tetelbaum, Wachtell, Lipton, Rosen & Katz, on Monday, September 23, 2019

Tags: Board independence, Boards of Directors, Conflicts of interest, Controlling shareholders, Delaware law, Disclosure, Fairness review, Materiality, Mergers & acquisitions, Securities litigation, Shareholder suits, Shareholder value, Special committees

The Effects of Shareholder Primacy, Publicness, and “Privateness” on Corporate Cultures

Posted by Donald C. Langevoort (Georgetown University), on Monday, September 23, 2019

Tags: Agency costs, Agency model, Corporate culture, Firm performance, Institutional Investors, Management, Managerial style, Private firms, Public firms, Shareholder primacy

Investment Advisers, Fiduciary Duties, and Voting Obligations

Posted by Jason M. Daniel, Akin Gump Strauss Hauer & Feld LLP, on Monday, September 23, 2019

Tags: Conflicts of interest, Duty of care, Fiduciary duties, Investment advisers, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation

The Fearless Boardroom

Posted by Laurie Hays, Edelman, on Tuesday, September 24, 2019

Tags: #MeToo, Board independence, Board monitoring, Board oversight, Boards of Directors, Corporate liability, ESG, Management, Misconduct, Reputation

Sustainability in Corporate Law

Posted by Stavros Gadinis and Amelia Miazad (Berkeley Law School), on Tuesday, September 24, 2019

Tags: Compliance & ethics, ESG, Misconduct, Risk management, Shareholder primacy, Stakeholders, Sustainability

Letter to Delaware State Bar Association: Limiting Multi-Class Voting Structures

Posted by Ken Bertsch and Jeff Mahoney, Council of Institutional Investors, on Tuesday, September 24, 2019

Tags: Accountability, Charter & bylaws, Council of Institutional Investors, Delaware law, DGCL, Dual-class stock, Institutional Investors, IPOs, Section 212, Securities regulation, Shareholder rights, Shareholder voting

2019 ISS Global Policy Survey Results

Posted by Subodh Mishra, Institutional Investor Services, Inc., on Wednesday, September 25, 2019

Tags: Board composition, Board independence, Boards of Directors, Climate change, Diversity, ESG, Executive Compensation, Management, Overboarding, Risk oversight, Surveys, Sustainability

Taking Corporate Social Responsibility Seriously

Posted by Howell E. Jackson (Harvard Law School), on Wednesday, September 25, 2019

Tags: Corporate Social Responsibility, Endowments, Engagement, Environmental disclosure, ESG, Fund managers, Harvard, Institutional Investors, Proxy voting, Shareholder proposals

SEC Testimony: Oversight of the Securities and Exchange Commission: Wall Street’s Cop on the Beat

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Wednesday, September 25, 2019

Tags: Capital formation, Cybersecurity, Investor protection, Retail investors, SEC, SEC enforcement, Securities enforcement, Securities regulation

Analysis of the Business Roundtable Statement

Posted by Morton Pierce, White & Case LLP, on Thursday, September 26, 2019

Tags: Boards of Directors, Business Roundtable, Delaware cases, Delaware law, Director liability, Duty of loyalty, Fiduciary duties, Shareholder primacy, Shareholder rights, Shareholder value, Stakeholders

Bank Governance, Bank Risk, and Optimal Executive Compensation

Posted by Sanjai Bhagat (University of Colorado) and Brian J. Bolton (IMD Business School), on Thursday, September 26, 2019

Tags: Bank boards, Banks, Boards of Directors, Equity-based compensation, Executive Compensation, Financial crisis, Financial institutions, Firm performance, Incentives, Ownership, Systemic risk

Q2 2019 Gender Diversity Index

Posted by Amit Batish and Ryan Lau, Equilar Inc., on Thursday, September 26, 2019

Tags: Board composition, Boards of Directors, California, Diversity, ESG, Institutional Investors, State law