Weekly Roundup: May 8

This roundup contains a collection of the posts published on the Forum during the week of May 8–14, 2020.

Rulemaking Petition to Allow Use of E-Signatures

Posted by Cydney Posner, Cooley LLP, on Friday, May 8, 2020

Tags: COVID-19, Cybersecurity, Disclosure, Filings, Regulation S-T, SEC, SEC rulemaking, Securities regulation

Director Oversight Duties Amidst COVID-19

Posted by Jane Goldstein, Daniel Lim, and Kenneth Monroe, Ropes & Gray LLP, on Friday, May 8, 2020

Tags: Boards of Directors, COVID-19, Delaware cases, Delaware law, Director liability, Fiduciary duties, Liability standards, Management, Risk, Securities litigation

Stewardship and Shareholder Engagement in Germany

Posted by Wolf-Georg Ringe (University of Hamburg), on Friday, May 8, 2020

Tags: Engagement, ESG, EU, Europe, Germany, Institutional Investors, International governance, Long-Term value, Stewardship, Stewardship Code

Lessons From the Future—The First Contested Virtual Annual Meeting

Posted by Igor Kirman, Sabastian Niles, and Natalie Wong, Wachtell, Lipton, Rosen & Katz, on Saturday, May 9, 2020

Tags: Boards of Directors, COVID-19, Delaware law, Proxy contests, Proxy season, Proxy voting, Securities regulation, Shareholder communications, Virtual meetings

COVID-19 and Executive Pay: Initial Reactions and Responses

Posted by Stephen Charlebois, Phillip Pennell, and Rachel Ki, Semler Brossy Consulting Group, LLC, on Saturday, May 9, 2020

Tags: Bonuses, COVID-19, Director compensation, Equity-based compensation, Executive Compensation, Human capital, Pay for performance, Shareholder value, Shocks

Boards and the Virus: Seven Perspectives on the Day After

Posted by Stilpon Nestor, Nestor Advisors Ltd., on Sunday, May 10, 2020

Tags: COVID-19, Debt, ESG, Financial crisis, Globalization, International governance, Risk, Risk assessment, Shocks

Seven Considerations for Stock Buyback Programs in the Era of COVID-19

Posted by Paul Davis Fancher, Robert A. Friedel, and Ali Elkhalil, Troutman Sanders LLP, on Sunday, May 10, 2020

Tags: CARES Act, COVID-19, Inside information, Institutional Investors, Liquidity, Proxy advisors, Repurchases, Reputation, Securities regulation, Shareholder value

First Quarter 2020 Class Actions

Posted by Bradley Hamburger, Lauren Blas, and Samuel Eckman, Gibson, Dunn & Crutcher LLP, on Monday, May 11, 2020

Tags: Class actions, Discovery, Forum selection, Jurisdiction, Securities litigation, Standing, U.S. federal courts

Carbon Premium around the World

Posted by Patrick Bolton (Columbia University) and Marcin T. Kacperczyk (Imperial College London), on Monday, May 11, 2020

Tags: Climate change, Environmental disclosure, ESG, Index funds, Institutional Investors, International governance, Risk, Sustainability

World Economic Forum Pledges to Stand By Stakeholders in the COVID-19 Era

Posted by Katherine Brennan and Connor Kuratek (Marsh & McLennan Companies) and Betty Moy Huber (Davis Polk & Wardwell LLP), on Monday, May 11, 2020

Tags: COVID-19, ESG, Long-Term value, Shareholder primacy, Shareholder value, Stakeholders, Sustainability, World Economic Forum

Navigating Down-Round Financings

Posted by Steve Bochner, Amy Simmerman and Becki DeGraw, Wilson Sonsini Goodrich & Rosati, on Tuesday, May 12, 2020

Tags: Boards of Directors, Capital formation, Dilution, Fiduciary duties, Private equity, Private firms, Securities litigation, Shareholder suits, Venture capital firms

Power and Statistical Significance in Securities Fraud Litigation

Posted by Jonah B. Gelbach (University of California, Berkeley) and Jill Fisch (University of Pennsylvania), on Tuesday, May 12, 2020

Tags: Class actions, Fraud-on-the-Market, SEC, SEC enforcement, Section 10(b), Securities fraud, Securities litigation

States are Leading the Charge to Corporate Boards: Diversify!

Posted by Michael Hatcher and Weldon Latham, Jackson Lewis P.C., on Tuesday, May 12, 2020

Tags: Board composition, Boards of Directors, California, Disclosure, Diversity, ESG, State law

REITs and COVID-19: 15 Key Issues for Boards as they Chart the Course Forward

Posted by Adam O. Emmerich, Wachtell, Lipton, Rosen & Katz, on Wednesday, May 13, 2020

Tags: Boards of Directors, Disclosure, Long-Term value, Oversight, REITs, Risk management

Born Out of Necessity: A Debt Standstill for COVID-19

Posted by Mitu Gulati (Duke University), on Wednesday, May 13, 2020

Tags: COVID-19, Debt, Emerging markets, Financial crisis, G20, IMF, International governance, Liquidity, Moral hazard, Sovereign debt, World Bank

Board Leadership and Performance in a Crisis

Posted by Rusty O’Kelley, Constantine Alexandrakis, and Justus O’Brien, Russell Reynolds Associates, on Wednesday, May 13, 2020

Tags: Board performance, Boards of Directors, Corporate culture, COVID-19, Long-Term value, Management, Risk, Risk oversight, Succession

Reinventing Depositions

Posted by Boris Feldman, Wilson Sonsini Goodrich & Rosati, on Thursday, May 14, 2020

Tags: Civil procedure, Commercial litigation, COVID-19, Depositions, Discovery, Securities litigation

Operating in a Pandemic: Securities Litigation Risk and Navigating Disclosure Concerns

Posted by J. Timothy Mast (Troutman Sanders LLP), Pamela S. Palmer and Robert L. Hickok (Pepper Hamilton LLP), on Thursday, May 14, 2020

Tags: Bankruptcy, Class actions, COVID-19, Derivative suits, Disclosure, SEC, Section 10(b), Securities litigation, Securities regulation, Shareholder suits

Human Capital, Front and Center

Posted by Robert Main, Marc Lindsay, and Amy Hernandez, Sustainable Governance Partners, on Thursday, May 14, 2020

Tags: Boards of Directors, Compensation ratios, COVID-19, Engagement, ESG, Executive Compensation, Human capital, Institutional Investors, Proxy advisors, Transparency

Weekly Roundup: May 8–14, 2020