Weekly Roundup: April 17

This roundup contains a collection of the posts published on the Forum during the week of April 17–23, 2020

Inspection of PCAOB-Registered Chinese Auditor

Posted by Jeffrey P. Mahoney, Council of Institutional Investors, on Friday, April 17, 2020

Tags: Accounting, Accounting irregularities, Accounting standards, Audits, Foreign firms, International governance, PCAOB, Securities enforcement

Is a Replacement for Your Short-Term Incentive Plan Right for You?

Posted by Steve Pakela and Brian Scheiring, Pay Governance LLC, on Friday, April 17, 2020

Tags: Compensation disclosure, COVID-19, Equity-based compensation, Executive Compensation, Firm performance, Incentives, Management, Pay for performance, Stakeholders

Delaware Emergency Order: Remote Shareholder Communication Meetings

Posted by Andrew Freedman, Ron Berenblat, and Adrienne Ward, Olshan Frome Wolosky LLP., on Saturday, April 18, 2020

Tags: Boards of Directors, COVID-19, Delaware law, DGCL, Securities regulation, Shareholder meetings, Virtual meetings

Going Private Transactions

Posted by Warren S. de Wied, Philip Richter, and Robert C. Schwenkel, Fried, Frank, Harris, Shriver & Jacobson LLP, on Saturday, April 18, 2020

Tags: Boards of Directors, Disclosure, Fairness review, Go-shop, Going private, Mergers & acquisitions, Private equity, Revlon, Rule 13e-3, Schedule 13D, Securities litigation, Securities regulation, Special committees

Governance Litigation and the COVID-19 Pandemic

Posted by William Savitt, Ryan A. McLeod, and Anitha Reddy, Wachtell, Lipton, Rosen & Kat, on Sunday, April 19, 2020

Tags: Board monitoring, Boards of Directors, Caremark, COVID-19, Director liability, Liability standards, Risk, Risk management, Risk oversight, Securities litigation, Shareholder suits

Navigating Strategic Alternatives in Distressed Scenarios: Takeaways for Boards

Posted by Paul Tiger and Kelsey MacElroy, Freshfields Bruckhaus Deringer LLP, on Sunday, April 19, 2020

Tags: Appraisal rights, Boards of Directors, Delaware cases, Delaware law, Distressed companies, Fairness review, Merger litigation, Mergers & acquisitions, Securities litigation, Special committees

Succession Planning in a Time of Crisis

Posted by Richard Alsop, John J. Cannon III, and Doreen Lilienfeld, Shearman & Sterling LLP, on Monday, April 20, 2020

Tags: Board turnover, COVID-19, Disclosure, Executive turnover, Form 8-K, Management, Risk, Succession

COVID-19 Impact: Potential Risks and Problems in Signed M&A Deals

Posted by Mara H. Rogers, Amelia Xu, and Geetika Jerath, Norton Rose Fulbright US LLP, on Monday, April 20, 2020

Tags: Adverse effects, Covenants, COVID-19, Liability standards, Merger litigation, Mergers & acquisitions, Termination, Underwriting

The Paradox of Corporate Globalization: Disembedding and Reembedding Governing Norms

Posted by John Gerard Ruggie (Harvard Kennedy School), on Monday, April 20, 2020

Tags: Corporate Social Responsibility, ESG, Globalization, International governance, Shareholder primacy, Stakeholders

A Special Committee to Oversee the Corporation’s Response to the Pandemic

Posted by Steven Haas and Allen C. Goolsby, Hunton Andrews Kurth LLP, on Tuesday, April 21, 2020

Tags: Boards of Directors, COVID-19, Risk management, Risk oversight, Special committees

Key ESG Considerations in the Crisis

Posted by David M. Silk, David A. Katz, and Sabastian V. Niles, Wachtell, Lipton, Rosen & Katz, on Tuesday, April 21, 2020

Tags: Board oversight, COVID-19, Engagement, ESG, Executive Compensation, Human capital, Institutional Investors, Risk management

Considerations for 2020 Incentive Compensation Programs

Posted by Kyoko Takahashi Lin, Edmund FitzGerald, and David Mollo-Christensen, Davis Polk & Wardwell LLP, on Tuesday, April 21, 2020

Tags: Accounting, Compensation committees, COVID-19, Equity-based compensation, Executive Compensation, Firm performance, Incentives, Pay for performance, Performance measures

Leadership Resiliency in an Emergency

Posted by Holly J. Gregory, Thomas J. Kim, and Rebecca Grapsas, Sidley Austin LLP, on Wednesday, April 22, 2020

Tags: Board oversight, Boards of Directors, Charter & bylaws, COVID-19, Disclosure, Management, Risk, Risk management, Risk oversight

Temporary Basis NYSE Modifications to Certain Stockholder Approval Requirements

Posted by Richard Truesdell, Joseph Hall, and Byron Rooney, Davis Polk & Wardwell LLP, on Wednesday, April 22, 2020

Tags: COVID-19, Equity offerings, Listing standards, NYSE, Related party transactions

Bebchuk & Hirst Article on Index Funds Selected as One of 2019’s Best Corporate and Securities Articles

Posted by Tami Groswald-Ozery, Co-editor, HLS Forum on Corporate Governance, on Wednesday, April 22, 2020

Tags: Program on Corporate Governance

What to Say on Your Next Earnings Call in the Time of COVID-19: Providing Insights, Disclosing Scenarios and Managing Risks

Posted by Mark Gordon, Igor Kirman, and Sabastian Niles, Wachtell, Lipton, Rosen & Katz, on Thursday, April 23, 2020

Tags: Accounting, COVID-19, Earnings announcements, Earnings disclosure, Financial reporting, Firm performance, Securities litigation, Securities regulation, Shareholder value

Congressional Securities Trading

Posted by Gregory H. Shill (University of Iowa), on Thursday, April 23, 2020

Tags: Disclosure, Information asymmetries, Inside information, Insider trading, Rule 10b-5-1, Securities enforcement, Securities regulation, US House, US Senate

The Evolution of Trust in the Era of Stakeholder Capitalism

Posted by Beatriz Pessoa de Araujo and Julia Hayhoe, Baker McKenzie, on Thursday, April 23, 2020

Tags: Climate change, Corporate culture, Engagement, ESG, Institutional Investors, Long-Term value, Shareholder value, Stakeholders, Sustainability

Weekly Roundup: April 17–23, 2020