Weekly Roundup: November 8

This roundup contains a collection of the posts published on the Forum during the week of November 8–14, 2019.

Designing Proposals with your Unique Investors In Mind

Posted by Amy Freedman, Michael Fein, and Ian Robertson, Kingsdale Advisor, on Friday, November 8, 2019

Tags: Board composition, Boards of Directors, Diversity, ESG, Institutional Investors, Proxy advisors, Shareholder voting

A Guidebook to Boardroom Governance Issues

Posted by Amy Simmerman and Katherine Henderson, Wilson Sonsini Goodrich & Rosati, on Friday, November 8, 2019

Tags: Board independence, Board oversight, Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, ESG, Institutional Investors, Securities litigation, Shareholder primacy, Stakeholders

Remarks by SEC Commissioner Hester Peirce before the 51st Annual Institute on Securities Regulation

Posted by Hester Peirce, U.S. Securities and Exchange Commission, on Friday, November 8, 2019

Tags: Audits, Compliance and disclosure interpretation, Cryptocurrency, ICOs, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Small firms, Transfer agents

Company Hedging Policies: Observations from New Proxy Disclosures

Posted by David Gordon, Dina Bernstein, and Andrew R. Lash, Frederic W. Cook & Co., on Saturday, November 9, 2019

Tags: CD&A, Derivatives, Disclosure, Hedging, Management, Proxy advisors, Proxy disclosure, SEC, SEC rulemaking, Securities regulation

The Stewardship Implications of Passive Investing: Mobilizing Large Asset Managers as Stewards of Capital Markets

Posted by Jackie Cook and Jasmin Sethi, Morningstar, Inc., on Saturday, November 9, 2019

Tags: Asset management, BlackRock, Climate change, Engagement, Environmental disclosure, ESG, Index funds, Institutional Investors, SSgA, Stewardship, Sustainability, Vanguard

What Does the Growth of Impact Investing Mean?

Posted by Michael J. Preston and Michael James, Cleary Gottlieb Steen & Hamilton LLP, on Sunday, November 10, 2019

Tags: Asset management, Capital markets, ESG, Impact investing, International governance, Shareholder activism

Understanding the Impact of America’s Clampdown on Proxy Advisors

Posted by Amy Freedman, Michael Fein, and Ian Robertson, Kingsdale Advisors, on Sunday, November 10, 2019

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

Le Club des Juristes Commission Shareholder Activism Report

Posted by Michel Prada and Benjamin Kanovitch, le Club des Juristes, on Sunday, November 10, 2019

Tags: Boards of Directors, Engagement, France, Hedge funds, Institutional Investors, International governance, Management, Proxy contests, Shareholder activism, Shareholder voting

How Corporate Lawbreakers Get a Leg Up at the Justice Department

Posted by Nick Schwellenbach, Project On Government Oversight, on Tuesday, November 12, 2019

Tags: Compliance & ethics, Corporate crime, DOJ, Misconduct, SEC enforcement, Securities enforcement

Civil Rights and Shareholder Activism: SEC v. Medical Committee for Human Rights

Posted by Sarah C. Haan (Washington and Lee University), on Tuesday, November 12, 2019

Tags: Corporate Social Responsibility, Legal history, No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder activism, Shareholder proposals, Shareholder rights, Shareholder voting, Stakeholders, Supreme Court

The 2019 CPA-Zicklin Index of Corporate Political Disclosure and Accountability

Posted by Bruce F. Freed and Dan Carroll (Center for Political Accountability) and William S. Laufer (University of Pennsylvania), on Tuesday, November 12, 2019

Tags: Accountability, Corporate Social Responsibility, Disclosure, ESG, Lobbying, Political spending, Transparency

Remarks by SEC Chairman Clayton to the SEC’s Small Business Capital Formation Advisory Committee

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Wednesday, November 13, 2019

Tags: Capital markets, Institutional Investors, IPOs, Long-Term value, Private firms, Public firms, Retail investors

2020 Policy Guidelines—United States

Posted by Courteney Keatinge and Kern McPherson, Glass, Lewis & Co., on Wednesday, November 13, 2019

Tags: Audit committee, Board performance, Boards of Directors, Compensation committees, Glass Lewis, Institutional Investors, International governance, Proxy advisors, Shareholder proposals, Shareholder voting

Index Funds and the Future of Corporate Governance: Presentation Slides

Posted by Lucian Bebchuk (Harvard Law School) and Scott Hirst (Boston University), on Wednesday, November 13, 2019

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

CEO Chairman. Two Jobs, One Person

Posted by Joseph Mandato, DeNovo Ventures and William Devine, William Devine Esquire, on Thursday, November 14, 2019

Tags: Board independence, Boards of Directors, Controlling shareholders, Executive Compensation, Management, Managerial style, Misconduct, Oversight, Tech companies

Do Corporate Governance Ratings Change Investor Expectations? Evidence from Announcements by Institutional Shareholder Services

Posted by Paul M. Guest and Marco Nerino (King’s College London), on Thursday, November 14, 2019

Tags: Boards of Directors, Disclosure, Information environment, Institutional Investors, ISS, Market efficiency, Market reaction, Proxy advisors, Shareholder voting

PCAOB Selection Process and the GAO Report

Posted by Lynn E. Turner, Hemming Morse LLP, on Thursday, November 14, 2019

Tags: Accounting, Accounting standards, External auditors, GAO, Oversight, PCAOB, Sarbanes–Oxley Act, Securities regulation

Weekly Roundup: November 8–14, 2019