Weekly Roundup: April 24

This roundup contains a collection of the posts published on the Forum during the week of April 24-30, 2020.

A Look at the Data Behind Recent Poison Pill Adoptions

Posted by Ethan Klingsberg, Paul Tiger and Elizabeth Bieber, Freshfields Bruckhaus Deringer LLP, on Friday, April 24, 2020

Tags: COVID-19, Hostile takeover, Mergers & acquisitions, Poison pills, Proxy advisors, Shareholder activism, Takeover defenses

The Rise of the Aggressive Poison Pill

Posted by Sanjay M. Shirodkar, Sidney Burke, and Joshua M. Samek, DLA Piper, on Friday, April 24, 2020

Tags: Boards of Directors, Hedge funds, Hostile takeover, Mergers & acquisitions, Poison pills, Shareholder activism

Federal District Court Dismissal of Challenge to Board Diversity Statute

Posted by William Savitt, Ryan A. McLeod, and Anitha Reddy, Wachtell, Lipton, Rosen & Katz, on Friday, April 24, 2020

Tags: Board composition, Boards of Directors, California, Derivative actions, Diversity, Shareholder suits, State law, U.S. federal courts

Re-Thinking Long-Term Performance Plan Periods Within the Context of COVID-19

Posted by Brian Lane, Linda Pappas, and Peter Ringlee, Pay Governance LLC, on Saturday, April 25, 2020

Tags: COVID-19, Equity-based compensation, Executive Compensation, Executive performance, Firm performance, Institutional Investors, Institutional voting, Long-Term value, Pay for performance

U.K. and EU Regulators Move Ahead on ESG Disclosures and Benchmarks

Posted by David M. Silk, David A. Katz, and Sabastian V. Niles, Wachtell, Lipton, Rosen & Katz, on Sunday, April 26, 2020

Tags: Climate change, Disclosure, Environmental disclosure, ESG, EU, Institutional Investors, International governance, Sustainability, UK

ISS and Glass Lewis Guidances on Poison Pills during COVID-19 Pandemic

Posted by Paul J. Shim, James E. Langston, and Charles W. Allen, Cleary Gottlieb Steen & Hamilton LLP, on Sunday, April 26, 2020

Tags: Boards of Directors, COVID-19, Glass Lewis, Hostile takeover, Institutional voting, ISS, Mergers & acquisitions, Poison pills, Proxy advisors, Shareholder activism, Shareholder voting, Takeover defenses

The Impact of COVID-19 on Executive Compensation

Posted by Debra B. Hoffman, Ryan J. Liebl, and Katherine H. Dean, Mayer Brown LLP, on Monday, April 27, 2020

Tags: CARES Act, Compensation disclosure, COVID-19, Disclosure, Equity-based compensation, Executive Compensation, Executive performance, Firm performance, Pay for performance, Performance measures, Section 162(m), Stock options

Is Financial Globalization in Reverse after the 2008 Global Financial Crisis? Evidence from Corporate Valuations

Posted by Craig Doidge (University of Toronto), G. Andrew Karolyi (Cornell University), and René M. Stulz (Ohio State University), on Monday, April 27, 2020

Tags: Emerging markets, Financial crisis, Firm valuation, Globalization, International governance, Peer groups

2020 Proxy Season Preview

Posted by Peter Reali, Christina Gunnell, and Jennifer Grzech, Nuveen, LLC, on Monday, April 27, 2020

Tags: Climate change, Disclosure, Diversity, Environmental disclosure, ESG, Executive Compensation, Investor horizons, Long-Term value, Proxy season, Risk management, SEC, Securities regulation, Shareholder proposals, Stakeholders, Sustainability, Transparency

Addressing Underwater Stock Options and Stock Appreciation Rights Amidst COVID-19

Posted by Kyoko Takahashi Lin and David Mollo-Christensen, Davis Polk & Wardwell LLP, on Tuesday, April 28, 2020

Tags: Disclosure, Equity-based compensation, Executive Compensation, Incentives, Institutional Investors, Management, Pay for performance, Say on pay, Securities regulation, Stock options, Taxation, Underwater options

Impact of COVID-19 on Executive and Director Compensation

Posted by Kathryn Neel, Olivia Voorhis, and Jake Giordano, Semler Brossy, on Tuesday, April 28, 2020

Tags: Boards of Directors, Compensation disclosure, Director compensation, Equity-based compensation, Executive Compensation, Incentives, Pay for performance

Codetermination: A Poor Fit for U.S. Corporations

Posted by Jens Dammann (University of Texas) and Horst Eidenmueller (University of Oxford), on Tuesday, April 28, 2020

Tags: Accountability, Accountable Capitalism Act, Board monitoring, Board oversight, Board performance, Boards of Directors, Codetermination, Corporate culture, Germany, International governance, Shareholder value, Stakeholders

COVID-19 and Corporate Governance: Key Issues for Public Company Directors

Posted by William Kucera, Jodi Simala, and Andrew Noreuil, Mayer Brown LLP, on Wednesday, April 29, 2020

Tags: Board oversight, Boards of Directors, COVID-19, Executive Compensation, Liquidity, Oversight, Poison pills, Risk management, Takeover defenses

Statement on Emerging Market Investments Disclosure and Financial Reporting Risks

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Wednesday, April 29, 2020

Tags: Accounting, Accounting standards, Audits, China, Disclosure, Emerging markets, Financial reporting, International governance, Investor protection, Risk, Securities enforcement, Securities regulation

Stakeholder Principles in the COVID Era

Posted by Klaus Schwab, Brian Moynihan, Feike Sijbesma and Jim Snabe, World Economic Forum, on Wednesday, April 29, 2020

Tags: Corporate Social Responsibility, COVID-19, ESG, International governance, Long-Term value, Stakeholders, Sustainability

Executive Compensation Considerations in PIPE Transactions

Posted by Adam J. Shapiro and David E. Kahan, Wachtell, Lipton, Rosen & Katz, on Thursday, April 30, 2020

Tags: Change in control, Executive Compensation, Mergers & acquisitions, PIPE, Private equity, Public firms, Shareholder voting, Taxation

Institutional Investors’ Overboarding Policies for Directors

Posted by Krystal Berrini, Allie Rutherford, and Eric Sumberg, PJT Camberview, on Thursday, April 30, 2020

Tags: Board performance, Boards of Directors, ESG, Index funds, Institutional Investors, Overboarding, Proxy advisors

The Executive Pay Dilemma

Posted by Arthur H. Kohn, Caroline F. Hayday and Michael R. Marino, , on Thursday, April 30, 2020

Tags: Equity-based compensation, Executive Compensation, Incentives, Long-Term value, Pay for performance, Performance measures, Repricings, Stock options

Weekly Roundup: April 24–30, 2020