Weekly Roundup: June 12–June 18, 2020

This roundup contains a collection of the posts published on the Forum during the week of June 12–June 18, 2020.

A Successful Season for SASB-Based Shareholder Resolutions

Posted by Paul Rissman, Rights CoLab and Andrew Behar, As You Sow, on Friday, June 12, 2020

Tags: Climate change, Diversity, Environmental disclosure, ESG, Institutional Investors, SASB, Shareholder proposals, Shareholder voting, Sustainability

SEC Staff Shows New Openness to Closed-End Fund Defenses

Posted by Clifford J. Alexander, Jennifer R. Gonzalez, and George Zornada, K&L Gates LLP, on Friday, June 12, 2020

Tags: Boards of Directors, Controlling shareholders, SEC, SEC enforcement, Securities enforcement, Securities regulation, Shareholder activism, Takeover defenses

Changes to Required Disclosures for Acquisitions and Dispositions

Posted by Mark Brod, Will Golden, and Joe Kaufman, Simpson Thacher & Bartlett LLP, on Saturday, June 13, 2020

Tags: Accounting, Disclosure, Financial reporting, Mergers & acquisitions, Regulation S-X, SEC, Securities regulation

Court Holds that Syndicated Bank Loan Is Not a “Security”

Posted by Udi Grofman, Brad S. Karp, and Richard C. Tarlowe, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Sunday, June 14, 2020

Tags: Bank loans, Bankruptcy, Banks, Debtor-creditor law, Financial regulation, Securities litigation, Securities regulation

Redesigning Corporations: Incentives Matter

Posted by Nicholas Benes, The Board Director Training Institute of Japan, on Monday, June 15, 2020

Tags: Benefit corporation, Corporate forms, Corporate liability, Corporate Social Responsibility, ESG, Incentives, Social contract

Renewed Interest by Public Companies in NOL Rights Plans

Posted by Julie Hogan Rodgers, Andrew Bonnes, and Benjamin C. Kelsey, Wilmer Cutler Pickering Hale and Dorr LLP, on Monday, June 15, 2020

Tags: Boards of Directors, Hostile takeover, Internal Revenue Code, NOLs, Ownership, Poison pills, Section 382, Takeover defenses

The Forum Attracts Numerous Citations from Courts, Legislators, Regulators, and National Organizations

Posted by Tami Groswald Ozery (Harvard Law School), on Monday, June 15, 2020

Tags:

Boards Need to Stay Vigilant and Keep Stockholders Informed Towards Closing

Posted by Paul Tiger, Freshfields Bruckhaus Deringer LLP, on Tuesday, June 16, 2020

Tags: Acquisition agreements, Boards of Directors, Disclosure, Mergers & acquisitions, Proxy disclosure, Shareholder voting

How A Reconceived Compensation Committee Can Help Tackle Inequality

Posted by Leo E. Strine, Jr. (Wachtell, Lipton, Rosen & Katz and Harvard Law School) and Kirby Smith (Wachtell, Lipton, Rosen & Katz), on Tuesday, June 16, 2020

Tags: Board monitoring, Boards of Directors, Compensation committees, Corporate Social Responsibility, Employees, ESG, Executive Compensation, Incentives, Institutional Investors, Management, Shareholder value, Stakeholders, Sustainability

SEC Improves Financial Disclosure Relating to Business Acquisitions and Dispositions

Posted by Robert Meyers, Mark Metts, and Martin Wellington, Sidley Austin LLP, on Tuesday, June 16, 2020

Tags: Acquisitions, Disclosure, Filings, Financial reporting, Information environment, Mergers & acquisitions, Regulation S-X, SEC, Securities regulation, Target firms

Unanticipated Costs of Paycheck Protection Program Loans in M&A Transactions

Posted by Jennifer S. Conway and J. Leonard Teti II, Cravath, Swaine & Moore LLP, on Wednesday, June 17, 2020

Tags: CARES Act, COVID-19, Employee Retention Credit, Mergers & acquisitions, Paycheck Protection Program, Small firms

ESG and the Earnings Call

Posted by Kevin Eckerle (NYU), Brian Tomlinson (CECP), and Tensie Whelan (NYU), on Wednesday, June 17, 2020

Tags: Accounting, Disclosure, Earnings announcements, ESG, Financial reporting, Institutional Investors, Long-Term value, Short-termism, Sustainability

Using ESG Tools to Help Combat Systemic Racism and Injustice

Posted by Adam O. Emmerich, David M. Silk, and Sabastian V. Niles, Wachtell, Lipton, Rosen & Katz, on Wednesday, June 17, 2020

Tags: Corporate culture, Corporate Social Responsibility, Disclosure, Diversity, Engagement, ESG, Human capital, Sustainability

Confronting Climate Risk

Posted by Dickon Pinner, Hamid Samandari, Jonathan Woetzel, McKinsey & Company, on Thursday, June 18, 2020

Tags: Climate change, Environmental disclosure, ESG, Institutional Investors, Risk, Risk management, Sustainability

Paying by Donating: Corporate Donations Affiliated with Independent Directors

Posted by Ye Cai (Santa Clara University), Jin Xu (Virginia Tech), and Jun Yang (Indiana University), on Thursday, June 18, 2020

Tags: Agency costs, Board independence, Board monitoring, Boards of Directors, Charitable spending, Conflicts of interest, Executive Compensation, Incentives, Management

Directors’ Fiduciary Duty in a Pandemic

Posted by Thierry Dorval, Petra Vrtkova and Charles-Étienne Borduas, Norton Rose Fulbright Canada LLP, on Thursday, June 18, 2020

Tags: Boards of Directors, Business judgment rule, Canada, COVID-19, ESG, Fiduciary duties, International governance, Shocks, Stakeholders