Weekly Roundup: November 1

This roundup contains a collection of the posts published on the Forum during the week of November 1–7, 2019.

The Proxy 2019 Season Hints at New Challenges

Posted by David A. Katz and Laura McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, November 1, 2019

Tags: Boards of Directors, Diversity, Engagement, ESG, Institutional Investors, Long-Term value, Proxy season, Proxy voting, Retail investors, Shareholder proposals

Stewardship: The 2020 Vision

Posted by Saker Nusseibeh, Hermes Investment Management, on Friday, November 1, 2019

Tags: Asset management, ESG, Fiduciary duties, Institutional Investors, Long-Term value, Stakeholders, Stewardship, Sustainability

Conflicted Controllers, the “800-Pound Gorillas”: Part I—Tornetta

Posted by Gail Weinstein, Brian T. Mangino, and Andrew J. Colosimo, Fried, Frank, Harris, Shriver & Jacobson LLP, on Saturday, November 2, 2019

Tags: Board independence, Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Executive Compensation, Fairness review, MFW, Pay for performance, Shareholder suits, Tesla

2019 Annual Corporate Governance Review

Posted by Brigid Rosati, Hannah Orowitz, and Rajeev Kumar, Georgeson LLC, on Saturday, November 2, 2019

Tags: Disclosure, ESG, Executive Compensation, Lobbying, Political spending, Proxy access, Proxy season, Say on pay, Shareholder activism, Shareholder proposals, Shareholder voting

Fiduciary Duties of Proxy Advisors Under the Investment Advisors Act

Posted by Bernard S. Sharfman, Main Street Investors Coalition Advisory Council, on Sunday, November 3, 2019

Tags: Boards of Directors, Fiduciary duties, Investment advisers, Proxy advisors, SEC, Securities regulation, Shareholder voting

Views from the Steering Room: A Comparative Perspective on Bank Board Practices

Posted by Stilpon Nestor and Konstantina Tsilipira, Nestor Advisors Ltd., on Sunday, November 3, 2019

Tags: Bank boards, Banks, Boards of Directors, EU, Executive Compensation, Financial institutions, International governance, Risk management, Succession, UK

New Guidance on Excluding Shareholder Proposals

Posted by Thomas Kim, Andrea Reed, and Claire Holland, Sidley Austin LLP, on Monday, November 4, 2019

Tags: Boards of Directors, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting, SLB 14J

Index Funds and the Future of Corporate Governance: Replying to Critics

Posted by Lucian Bebchuk (Harvard Law School) and Scott Hirst (Boston University), on Monday, November 4, 2019

Tags: Agency costs, Boards of Directors, Engagement, Index funds, Institutional Investors, Oversight, Ownership, Shareholder voting, Stewardship

Class Action Nuisance Suits: Evidence from Frequent Filer Shareholder Plaintiffs

Posted by Sean J. Griffith (Fordham University), on Tuesday, November 5, 2019

Tags: Derivative suits, Forum selection, Merger litigation, Mergers & acquisitions, PSLRA, Securities litigation, Settlements, Shareholder suits, U.S. federal courts

Remarks to the SEC Fixed Income Market Structure Advisory Committee

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Tuesday, November 5, 2019

Tags: Capital markets, Conflicts of interest, Corporate debt, Credit risk, Disclosure, LIBOR, Municipal securities, Ratings agencies, Ratings disclosure

The Basis for ISS’ Lawsuit Against the SEC

Posted by Steven Friedman, Institutional Shareholder Services, Inc., on Tuesday, November 5, 2019

Tags: Glass Lewis, Institutional Investors, ISS, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities litigation, Securities regulation, Shareholder voting, Solicitation

Statement of Commissioner Robert Jackson on Proposals to Restrict Shareholder Voting

Posted by Robert J. Jackson, Jr., U.S. Securities and Exchange Commission, on Tuesday, November 5, 2019

Tags: Boards of Directors, Institutional Investors, Management, Proxy access, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting

Statement of Commissioner Elad Roisman on Modernizing SEC Rules Governing Proxy Voting Advice, Procedural Requirements, and Resubmission Thresholds under Exchange Act Rule 14a-8

Posted by Elad L. Roisman, U.S. Securities and Exchange Commission, on Tuesday, November 5, 2019

Tags: Boards of Directors, Institutional Investors, Proxy advisors, Proxy voting, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting

Statement of Chairman Jay Clayton on Proposals to Enhance the Accuracy, Transparency and Effectiveness of Our Proxy Voting System

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Tuesday, November 5, 2019

Tags: Boards of Directors, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting

Statements of Commissioner Hester Peirce on Proposed Amendments to Improve Accuracy and Transparency of Proxy Voting Advice, and on Proposed Amendments to Modernize Shareholder Proposal Rule

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Thursday, November 7, 2019

Tags: Disclosure, Fiduciary duties, Institutional Investors, Investment advisers, Proxy access, Proxy advisors, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting

Weekly Roundup: November 1–7, 2019