Weekly Roundup: April 10

This roundup contains a collection of the posts published on the Forum during the week of April 10–16, 2020

Protecting Investors in a Time of Crisis: A Response to Those Who Would Utilize COVID-19 to Eviscerate Investor Protection

Posted by Mark Lebovitch, Jeroen van Kwawegen, and Greg Varallo, Bernstein Litowitz Berger & Grossmann LLP, on Friday, April 10, 2020

Tags: COVID-19, Derivative suits, Financial crisis, Investor protection, Misconduct, Shareholder activism, Shareholder rights, Shareholder suits

The Importance of Disclosure For Investors, Markets and Our Fight Against COVID-19

Posted by Jay Clayton and William H. Hinman, U.S. Securities and Exchange Commission, on Friday, April 10, 2020

Tags: COVID-19, Disclosure, Financial reporting, Investor protection, SEC, Securities regulation, Transparency

ISS Signals: More Understanding for Poison Pills and Skepticism for Activist Campaigns During the COVID-19 Crisis

Posted by Beth E. Berg, Kai Haakon E. Liekefett and Derek Zaba, Sidley Austin LLP, on Saturday, April 11, 2020

Tags: Boards of Directors, Hostile takeover, Institutional Investors, Institutional Shareholder Services Inc., Mergers & acquisitions, Poison pills, Proxy advisors, Shareholder activism, Takeover defenses

Poison Pills and Coronavirus: Understanding Glass Lewis’ Contextual Policy Approach

Posted by Aaron Bertinetti, Glass, Lewis & Co., on Saturday, April 11, 2020

Tags: Boards of Directors, COVID-19, Institutional Investors, Mergers & acquisitions, Poison pills, Proxy advisors, Shareholder activism, Shareholder voting, Takeover defenses

Government Ownership in the Post Virus World

Posted by Alissa Kole Amico, GOVERN, on Sunday, April 12, 2020

Tags: China, COVID-19, EU, Europe, Institutional Investors, International governance, Ownership

The Impact of COVID19 on Shareholder Activism

Posted by Keith Gottfried and Sean Donahue, Morgan, Lewis & Bockius LLP, on Sunday, April 12, 2020

Tags: COVID-19, Firm valuation, Hedge funds, Mergers & acquisitions, Private equity, Settlements, Shareholder activism, Target firms

Issuance of Equity to the US Government in Exchange for Aid—Considerations for Boards

Posted by Ethan Klingsberg, Paul Tiger and Andrea Basham, Freshfields Bruckhaus Deringer US LLP, on Monday, April 13, 2020

Tags: Bailouts, Bankruptcy, Boards of Directors, CARES Act, Distressed companies, Equity capital, Equity securities, Financial crisis, Ownership, Securities regulation, Stakeholders

Corporate Governance Through Exit and Voice

Posted by Marco Becht (ULB), Julian R. Franks (London Business School), and Hannes F. Wagner (Bocconi University), on Monday, April 13, 2020

Tags: Asset management, Engagement, ESG, Exit, Index funds, Institutional Investors, International governance, Stewardship, UK

The Activism Vulnerability Report Q4 2019

Posted by Jason Frankl, Brian Kushner, and Carl Jenkins, FTI Consulting Inc., on Monday, April 13, 2020

Tags: COVID-19, Hedge funds, Institutional Investors, Mergers & acquisitions, Shareholder activism

Planning for the Possibility that the CEO Tests Positive for COVID-19

Posted by Lex Suvanto, Serena Saitto, Laurie Hays, Edelman, on Tuesday, April 14, 2020

Tags: COVID-19, Disclosure, Human capital, Management, Regulation FD, Risk, Risk management, Shocks

Insider Trading Risk During the COVID-19 Outbreak

Posted by Rahul Mukhi, Jonathan Kolodner and Shannon Daugherty, Cleary Gottlieb Steen & Hamilton LLP, on Tuesday, April 14, 2020

Tags: COVID-19, Information asymmetries, Inside information, Insider trading, Regulation FD, SEC, SEC enforcement, Securities enforcement, Securities regulation

Politics and Gender in the Executive Suite

Posted by Alma Cohen (Harvard Law School and Tel-Aviv University), Moshe Hazan (Tel-Aviv University), and David Weiss (Tel-Aviv University), on Tuesday, April 14, 2020

Tags: Boards of Directors, Diversity, Executive Compensation, Executive performance, Executive turnover, Management, Manager characteristics, Political spending

Director Fiduciary Duty in Insolvency

Posted by Brad Eric Scheler, Gary L. Kaplan, and Jennifer L. Rodburg, Fried, Frank, Harris, Shriver & Jacobson LLP, on Wednesday, April 15, 2020

Tags: Bankruptcy, Boards of Directors, Debtor-creditor law, Delaware law, Derivative suits, Director liability, Distressed companies, Fiduciary duties, Shareholder suits

Deal Protection Devices

Posted by Albert H. Choi (University of Michigan), on Wednesday, April 15, 2020

Tags: Acquisition agreements, Appraisal rights, Contracts, Deal protection, Lock-up agreements, Mergers & acquisitions, Termination fees

ESG Issues in the Forefront

Posted by Robert Newbury, Don Delves, and Ryan Resch, Willis Towers Watson, on Wednesday, April 15, 2020

Tags: Board composition, Diversity, ESG, Executive Compensation, Human capital, Incentives, Institutional Investors, Long-Term value, Stakeholders, Sustainability

Trading on Public Trust

Posted by David Nydam, Business Intelligence Advisors, Inc, on Thursday, April 16, 2020

Tags: Inside information, Insider trading, SEC, SEC enforcement, Securities enforcement, Securities regulation, US Senate

Stop Blaming Milton Friedman!

Posted by Brian Cheffins (University of Cambridge), on Thursday, April 16, 2020

Tags: Corporate Social Responsibility, Director primacy, Hostile takeover, Milton Friedman, Pay for performance, Shareholder activism, Shareholder primacy, Shareholder rights, Shareholder value, Stakeholders

SEC Proposal: Improving Access to Capital in Private Markets

Posted by Adam Fleisher, Jeffrey Karpf and Leslie Silverman, Cleary Gottlieb Steen & Hamilton LLP, on Thursday, April 16, 2020

Tags: Capital formation, Capital markets, Equity offerings, IPOs, Registration exemptions, Regulation D, Rule 506, Safe harbor, SEC, SEC rulemaking, Securities Act, Securities regulation, Solicitation

Weekly Roundup: April 10–16, 2020