Weekly Roundup: December 7

This roundup contains a collection of the posts published on the Forum during the week of December 7–12, 2019.

Ending Foreign-Influenced Corporate Spending in U.S. Elections

Posted by Michael Sozan, Center for American Progress, on Friday, December 6, 2019

Tags: Accountability, Citizens United v. FEC, Corporate Social Responsibility, Disclosure, ESG, Political spending, Supreme Court, Transparency

Keynote Speech by PCAOB Chairman William D. Duhnke III at the 14th Annual Audit Conference Baruch College

Posted by William D. Duhnke III, Public Company Accounting Oversight Board, on Friday, December 6, 2019

Tags: Accountability, Accounting, Accounting standards, Audits, Disclosure, Engagement, PCAOB, Transparency

The Mixed Response on SEC’s Proposed Rules on Proxy Advisory Firms

Posted by David A. Katz and Laura McIntosh, Wachtell, Lipton, Rosen & Katz, on Saturday, December 7, 2019

Tags: Conflicts of interest, Disclosure, Glass Lewis, Institutional Investors, Institutional Shareholder Services Inc., Management, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Solicitation

Silicon Valley and S&P 100: A Comparison of 2019 Proxy Season Results

Posted by David A. Bell, Fenwick & West LLP, on Saturday, December 7, 2019

Tags: Boards of Directors, Executive Compensation, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting, Tech companies

SEC Punked?

Posted by Cydney Posner, Cooley LLP, on Sunday, December 8, 2019

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

Trading Against the Random Expiration of Private Information: A Natural Experiment

Posted by Wei Jiang (Columbia University), on Monday, December 9, 2019

Tags: Disclosure, EDGAR, Information asymmetries, Information environment, Inside information, Market efficiency, Market reaction, SEC

SEC Proposed Rule Amendments on Shareholder Proposals and Proxy Advisors: Implications for Issuers, Investors and Proxy Advisors

Posted by Abe Friedman, Krystal Berrini, and Allie Rutherford, PJT Camberview, on Monday, December 9, 2019

Tags: Engagement, Institutional Investors, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting

More Meaningful Ethics

Posted by Veronica Root Martinez (Notre Dame Law School), on Tuesday, December 10, 2019

Tags: Compliance & ethics, Compliance and disclosure interpretation, Corporate culture, Misconduct

Thoughts for Boards of Directors in 2020

Posted by Martin Lipton, Steven A. Rosenblum, and Karessa L. Cain, Wachtell, Lipton, Rosen & Katz, on Tuesday, December 10, 2019

Tags: Boards of Directors, Corporate culture, ESG, Firm performance, Institutional Investors, Long-Term value, Risk oversight, Shareholder primacy, Short-termism, Stakeholders, Sustainability

U.S. Senate Testimony by SEC Chairman Clayton on “Oversight of the Securities and Exchange Commission”

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Tuesday, December 10, 2019

Corporate Governance and Corporate Agility

Posted by Kenneth Lehn (University of Pittsburgh), on Wednesday, December 11, 2019

Tags: Agency costs, Boards of Directors, Firm performance, Management, Managerial style, Proxy contests, Shareholder activism, Shareholder voting, Small firms, Stakeholders

Barbara Novick’s Keynote Address at Harvard Law School

Posted by Tami Groswald Ozery (Harvard Law School), on Wednesday, December 11, 2019

Tags: Institutional Investors, Program on Corporate Governance

SEC Process for Responding to Shareholder Proposal No-Action Requests

Posted by Elizabeth Ising, Ronald O. Mueller, and Gibson, Dunn & Crutcher LLP, on Thursday, December 12, 2019

Tags: No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting

Pay for Performance… But Not Too Much Pay: The American Public’s View of CEO Pay

Posted by David F. Larcker and Brian Tayan (Stanford University), on Thursday, December 12, 2019

Tags: Compensation disclosure, Equity-based compensation, Executive Compensation, Incentives, Management, Pay for performance, Surveys

Expected Effects of SEC Proposals on Public Companies & Proxy Advisors’ Dialogue

Posted by Steve Seelig, Brian Myers and Gary Chase, Willis Towers Watson, on Thursday, December 12, 2019

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

Weekly Roundup: December 7–12, 2019