Weekly Roundup: November 22

This roundup contains a collection of the posts published on the Forum during the week of November 22–27, 2019.

Delaware Dismissal of Excessive Director Pay Case

Posted by Edward B. Micheletti, Regina Olshan, and Michael R. Bergmann, Skadden, Arps, Slate, Meagher & Flom LLP, on Friday, November 22, 2019

Tags: Boards of Directors, Business judgment rule, Delaware cases, Delaware law, Derivative suits, Executive Compensation, Securities litigation, Shareholder suits

The Roundtable’s Stakeholderism Rhetoric is Empty, Thankfully

Posted by Jesse Fried (Harvard Law School), on Friday, November 22, 2019

Tags: Boards of Directors, Business Roundtable, Capital formation, Capital markets, Corporate Social Responsibility, Fiduciary duties, Management, Public firms, Shareholder primacy, Shareholder rights, Shareholder value, Stakeholders

CEO and Executive Compensation Practices: 2019 Edition

Posted by Matteo Tonello, The Conference Board, Inc., on Friday, November 22, 2019

Tags: Compensation committees, Compensation disclosure, Engagement, Equity-based compensation, Executive Compensation, Long-Term value, Pay for performance, Peer groups, Surveys

The SEC’s Evolving Views Regarding Proxy Advisors

Posted by Frank M. Placenti, Squire Patton Boggs LLP, on Saturday, November 23, 2019

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

Form 20-F for Fiscal Year 2019: What Foreign Private Issuers Should Keep in Mind

Posted by Brian Breheny, Julie Gao, and Adrian Deitz, Skadden, Arps, Slate, Meagher & Flom LLP, on Sunday, November 24, 2019

Tags: Brexit, Cybersecurity, Disclosure, International governance, LIBOR, NASDAQ, NYSE, Regulation S-K, Risk oversight, SEC, Securities regulation, Sustainability

Proxy Advisory Firms—The SEC Drops the Other Shoe

Posted by Nicolas Grabar, Arthur H. Kohn, and David Lopez, Cleary Gottlieb Steen & Hamilton LLP, on Monday, November 25, 2019

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

Robovoting and Proxy Vote Disclosure

Posted by Paul Rose (The Ohio State University), on Monday, November 25, 2019

Tags: Disclosure, Institutional Investors, Investment advisers, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting

Running the Risks: How Corporate Boards Can Oversee Environmental, Social And Governance Issues

Posted by Veena Ramani and Hannah Saltman, Ceres, on Monday, November 25, 2019

Tags: Board oversight, Boards of Directors, Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Institutional Investors, Proxy disclosure, Risk, Risk management, Risk oversight, Sustainability

Does Money Talk? Market Discipline Through Selloffs and Boycotts

Posted by Nickolay Gantchev (Southern Methodist University), Mariassunta Giannetti (Stockholm School of Economics), and Rachel Li (University of Alabama), on Tuesday, November 26, 2019

Tags: Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Exit, Market reaction, Reputation, Risk, Sustainability, Transparency

Measures of Corporate Effectiveness and the Management Top 250 Rankings

Posted by Rick Wartzman and Kelly Tang, Drucker Institute, on Tuesday, November 26, 2019

Tags: Corporate Social Responsibility, ESG, Long-Term value, Management, Short-termism, Stakeholders

The Proxy War Against Proxy Advisors

Posted by Michael T. Cappucci (Harvard Management Company), on Wednesday, November 27, 2019

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

Proposed Amendments to Regulate Proxy Voting Advice and to Modernize the Shareholder Proposal Rule

Posted by Keith F. Higgins and Paul M. Kinsella, Ropes & Gray LLP, on Wednesday, November 27, 2019

Tags: Disclosure, Institutional Investors, No-action letters, Proxy voting, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting

Weekly Roundup: November 22–27, 2019