Weekly Roundup: September 27

This roundup contains a collection of the posts published on the Forum during the week of September 27–October 3, 2019.

The Long Term, The Short Term, and The Strategic Term

Posted by David A. Katz and Laura McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, September 27, 2019

Tags: Business Roundtable, Hedge funds, Investor horizons, Long-Term value, Securities regulation, Shareholder activism, Shareholder primacy, Short-termism

Taking Significant Steps to Modernize Our Regulatory Framework

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Friday, September 27, 2019

Tags: Broker-dealers, Disclosure, Exchange-traded funds, OTC derivatives, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation

Analysis of IAC Recommendations to Improve U.S. Proxy System

Posted by Steve Wolosky, Andrew Freedman, and Ron Berenblat, Olshan Frome Wolosky LLP, on Saturday, September 28, 2019

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

2019 Proxy Season Review: North America Activism

Posted by Jackie Cheung and Victor Guo, FrontLine Advisors Inc., on Saturday, September 28, 2019

Tags: Boards of Directors, Canada, Institutional Investors, International governance, Proxy advisors, Proxy fights, Settlements, Shareholder activism, Shareholder nominations

Notes from House Financial Services Committee Hearing

Posted by Cydney Posner, Cooley LLP, on Sunday, September 29, 2019

Tags: Capital formation, Crowdfunding, Disclosure, ESG, Form 8-K, Investor protection, Regulation S-K, SEC, Securities enforcement, Securities regulation, US House

Proxy Advisors and Pay Calculations

Posted by Charlie Pontrelli, Equilar, Inc., on Sunday, September 29, 2019

Tags: Compensation disclosure, Equity-based compensation, Executive Compensation, Incentives, Pay for performance, Stock options

Acquisitions of Public Companies—2018 Shareholder Litigation

Posted by Ravi Sinha and Per Axelson, Cornerstone Research, on Monday, September 30, 2019

Tags: Delaware cases, Delaware law, Filings, In re Trulia, Jurisdiction, Merger litigation, Mergers & acquisitions, Securities litigation, Shareholder suits, U.S. federal courts

Toward an Interest Group Theory of Foreign Anti-Corruption Laws

Posted by Sean J. Griffith (Fordham University) and Thomas H. Lee (Fordham University), on Monday, September 30, 2019

Tags: Anti-corruption, FCPA, International governance, SEC, Securities enforcement, Securities regulation

Proxy Season Say-on-Pay Review

Posted by Laura Elmore, Henry Mbom, and Brian Myers, Willis Towers Watson, on Monday, September 30, 2019

Tags: Equity-based compensation, Executive Compensation, Golden parachutes, Pay for performance, Proxy advisors, Proxy season, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting

2020 Proxy and Annual Report Season: Time to Get Ready—Already

Posted by Laura D. Richman and Michael L. Hermsen, Mayer Brown LLP, on Tuesday, October 1, 2019

Tags: Audits, Boards of Directors, Disclosure, Diversity, ESG, Executive Compensation, Form 10-K, Overboarding, Proxy voting, Risk, Rule 14a-8, Say on pay, Securities regulation, Shareholder proposals, Shareholder voting

Managerial Response to Shareholder Empowerment: Evidence from Majority Voting Legislation Changes

Posted by Vicente Cuñat (London School of Economics), Yiqing Lü (New York University), and Hong Wu (Hong Kong Polytechnic University), on Tuesday, October 1, 2019

Tags: Charter & bylaws, DGCL, Management, MBCA, Shareholder activism, Shareholder proposals, Shareholder rights, Shareholder value, Shareholder voting, State law

A Call by Investors on US Companies to Align Climate Lobbying with Paris Agreement

Posted by Barbara Grady, Ceres, on Tuesday, October 1, 2019

Tags: Accountability, Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, International governance, Lobbying, Long-Term value, Sustainability, Transparency

Toward Fair and Sustainable Capitalism

Posted by Leo E. Strine Jr. (Delaware Supreme Court and Harvard Law School), on Tuesday, October 1, 2019

Tags: Accountability, Capital markets, Employees, ESG, Institutional Investors, Labor markets, Long-Term value, Public firms, Public interest, Stakeholders, Sustainability

Evolving Board Evaluations and Disclosures

Posted by Steve W. Klemash and Rani Doyle, EY Center for Board Matters, on Wednesday, October 2, 2019

Tags: Board evaluation, Board performance, Boards of Directors, Director qualifications, Disclosure, Proxy voting

Stakeholder Capitalism and Executive Compensation

Posted by Don Delves and Ryan Resch, Willis Towers Watson, on Wednesday, October 2, 2019

Tags: Business Roundtable, Corporate Social Responsibility, ESG, Executive Compensation, Long-Term value, Shareholder primacy, Stakeholders

Opt-Out Rate in Securities Class Action Settlements

Posted by Brendan Rudolph, Cornerstone Research and Christopher Harris, Latham & Watkins LLP, on Thursday, October 3, 2019

Tags: Class actions, Institutional Investors, Pension funds, PSLRA, Securities litigation, Settlements

Appraisal Challenges and Benefits to Target Shareholders Through Narrowing Arbitrage Spread

Posted by Gaurav Jetley and Yuxiao Huang, Analysis Group, Inc., on Thursday, October 3, 2019

Tags: Activist arbitrageurs, Appraisal rights, Arbitrage, Delaware articles, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, Shareholder suits, Shareholder value, Target firms

Pay for Performance—A Mirage?

Posted by Cydney Posner, Cooley LLP, on Thursday, October 3, 2019

Tags: Council of Institutional Investors, Equity-based compensation, Executive Compensation, Incentives, Institutional Investors, Management, Pay for performance, Peer groups, Stock options

Weekly Roundup: September 27–October 3, 2019