Weekly Roundup: March 6-12, 2020

This roundup contains a collection of the posts published on the Forum during the week of March 6-12, 2020.

Potential Impact of New SEC Guidance on Performance Metrics on Disclosure of ESG Metrics

Posted by Lee T. Barnum, Donna Mussio, and Mary Beth Houlihan, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, March 6, 2020

Tags: Disclosure, Environmental disclosure, ESG, Information environment, Regulation S-K, Reporting regulation, SEC, Securities regulation, Sustainability, Transparency

US Securities Law Liability for Securities Issuers Outside the U.S.

Posted by Kevin Harnisch (Norton Rose Fulbright US LLP) and David Ho and Nepomuk Loesti (American International Group, Inc.), on Friday, March 6, 2020

Tags: Extraterritoriality, Foreign issuers, International governance, Liability standards, Morrison v. National Australia Bank Ltd., Risk, Securities litigation, Securities regulation, U.S. federal courts

Executive Pay for Luck: New Evidence Over the Last 20 Years

Posted by Jung Ho Choi, Brandon Gipper, and Shawn X. Shi (Stanford University), on Friday, March 6, 2020

Tags: Disclosure, Executive Compensation, Executive performance, Firm performance, Pay for performance, Shocks

Statement by Commissioner Lee on Proposed Amendments to the Exempt Offering Framework

Posted by Allison Herren Lee, U.S. Securities and Exchange Commission, on Saturday, March 7, 2020

Tags: Accredited investors, Capital formation, Equity offerings, Private firms, Regulation D, SEC, SEC rulemaking, Securities regulation, Solicitation

Statement by Commissioner Peirce on Proposed Amendments for Facilitating Capital Formation and Expanding Investment Opportunities

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Saturday, March 7, 2020

Tags: Capital formation, Crowdfunding, Equity offerings, Investor protection, Private firms, SEC, SEC rulemaking, Securities regulation, Venture capital firms

Statement by Chairman Clayton on Harmonizing, Simplifying and Improving the Exempt Offering Framework

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Saturday, March 7, 2020

Tags: Capital formation, Equity offerings, Investor protection, Private firms, SEC, SEC rulemaking, Securities regulation

Assessment of ISS’s Use of EVA in CEO Pay-for-Performance Model

Posted by Ira Kay, Marizu Madu and Phil Johnson, Pay Governance LLC, on Sunday, March 8, 2020

Tags: Executive Compensation, Executive performance, ISS, Pay for performance, Shareholder value

Remarks by Commissioner Lee at the Investment Adviser Association Compliance Conference: “Getting Back to Basics: Protecting, Serving, and Empowering Investors”

Posted by Allison Herren Lee, U.S. Securities and Exchange Commission, on Sunday, March 8, 2020

Tags: Broker-dealers, Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, Investment advisers, Investor protection, Proxy voting, SEC, Securities regulation, Sustainability

Pervasive Threat of Business Email Compromise Fraud

Posted by Jennifer Archie and Serrin Turner, Latham & Watkins LLP, on Monday, March 9, 2020

Tags: Banks, Cybersecurity, Financial institutions, Financial technology, Risk

Demonizing Wall Street

Posted by William S. Laufer and Matthew Caulfield (University of Pennsylvania), on Monday, March 9, 2020

Tags: Accountability, Accountable Capitalism Act, Financial crisis, Financial reform, Misconduct, Securities regulation, Systemic risk, Too big to fail

The Age of ESG

Posted by Jessica Strine, Marc Lindsay, and Robert Main, Sustainable Governance Partners, on Monday, March 9, 2020

Tags: Disclosure, Engagement, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Materiality, Ownership, Shareholder value, Stakeholders, Sustainability

Directors’ Fiduciary Duties: Back to Delaware Law Basics

Posted by Peter A. Atkins, Marc S. Gerber, and Edward B. Micheletti, Skadden, Arps, Slate, Meagher & Flom LLP, on Tuesday, March 10, 2020

Tags: Board independence, Boards of Directors, Business judgment rule, Delaware cases, Delaware law, Director liability, Fiduciary duties, Liability standards

Appraisal and Merger Synergies—Right to a Refund on Prepayments

Posted by Gail Weinstein, Brian T. Mangino, and Amber Banks (Meek), Fried, Frank, Harris, Shriver & Jacobson LLP, on Tuesday, March 10, 2020

Tags: Acquisition agreements, Appraisal rights, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions

BlackRock and the Curious Case of the Poultry Farmer

Posted by Paul Rissman, Rights CoLab, on Tuesday, March 10, 2020

Tags: BlackRock, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Institutional Investors, SASB, Sustainability

Securities Class Action Settlements—2019 Review and Analysis

Posted by Laarni T. Bulan and Laura E. Simmons, Cornerstone Research, on Wednesday, March 11, 2020

Tags: Class actions, Exchange Act, Rule 10b-5, Section 11, Securities Act, Securities litigation, Settlements

Advancing ESG Investing: A Holistic Approach for Investment Management Firms

Posted by Sean Collins and Kristen Sullivan, Deloitte LLP, on Wednesday, March 11, 2020

Tags: Asset management, Corporate Social Responsibility, Environmental disclosure, ESG, Innovation, Securities regulation, Stewardship, Sustainability

Speech by Commissioner Roisman at the Council of Institutional Investors Conference

Posted by Elad L. Roisman, U.S. Securities and Exchange Commission, on Wednesday, March 11, 2020

Tags: Conflicts of interest, Institutional Investors, Investment advisers, Proxy season, Proxy voting, SEC, Securities regulation, Shareholder proposals, Shareholder voting, Universal proxy ballots

The Toshiba Securities Litigation: Perils For Foreign Issuers

Posted by Roger Cooper, Jared Gerber, and Les Silverman, Cleary Gottlieb Steen & Hamilton LLP, on Thursday, March 12, 2020

Tags: California, Foreign issuers, International governance, Japan, Morrison v. National Australia Bank Ltd., Section 10(b), Securities litigation, Securities regulation, U.S. federal courts

Passive Investors Get Active on Sustainability Risks

Posted by Edouard Dubois, SquareWell Partners Ltd, on Thursday, March 12, 2020

Tags: BlackRock, Boards of Directors, Climate change, Disclosure, Environmental disclosure, Fiduciary duties, Institutional Investors, SASB, SSgA, Sustainability

The Road to Glasgow

Posted by Mark Carney, Bank of England, on Thursday, March 12, 2020

Tags: Climate change, Disclosure, Environmental disclosure, ESG, Europe, International governance, Sustainability, UK