Weekly Roundup: August 7

This roundup contains a collection of the posts published on the Forum during the week of August 7–13, 2020.

Board Structure, Director Expertise, and Advisory Role of Outside Directors

Posted by Jun-Koo Kang (Nanyang Technological University), on Friday, August 7, 2020

Tags: Board monitoring, Board performance, Boards of Directors, China, Director qualifications, International governance, Outside directors

Statement by Commissioner Lee on Proposed Summary Shareholder Report

Posted by Allison Herren Lee, U.S. Securities and Exchange Commission, on Friday, August 7, 2020

Tags: Asset management, Disclosure, Investor protection, Mutual funds, SEC, SEC rulemaking, Securities regulation

Initial Perspectives and Implications of SEC Proxy Advisory Reform

Posted by Adam O. Emmerich, Wachtell, Lipton, Rosen & Katz, on Saturday, August 8, 2020

Tags: Conflicts of interest, Institutional Investors, Investment advisers, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder activism, Shareholder voting

Comment Letter on Control Shares Statutes and Registered Investment Companies

Posted by Phillip Goldstein, Bulldog Investors, on Saturday, August 8, 2020

Tags: Antitakeover, Institutional Investors, Investment Company Act, Investor protection, Private funds, SEC, Securities regulation, Shareholder activism, Takeover defenses

Assessing Your Company’s Response to COVID-19

Posted by Paula Loop, PricewaterhouseCoopers LLP, on Sunday, August 9, 2020

Tags: Board oversight, Boards of Directors, COVID-19, Management, Risk, Risk assessment, Risk oversight, Shocks

A Look Back at Shareholder Activism During the 2020 Proxy Season

Posted by David Whissel, MacKenzie Partners, Inc., on Sunday, August 9, 2020

Tags: Boards of Directors, Institutional Investors, Mergers & acquisitions, Poison pills, Proxy contests, Shareholder activism, Shareholder voting

SEC Roundtable: “Emerging Markets, Including China”

Posted by Nicolas Grabar, Shuang Zhao, and Robert Williams, Cleary Gottlieb Steen & Hamilton LLP, on Monday, August 10, 2020

Tags: Accounting, Accounting standards, China, Emerging markets, International governance, PCAOB, SEC, Securities regulation

Blindsided by Social Risk: How Do Companies Survive a Storm of Their Own Making?

Posted by David F. Larcker and Brian Tayan (Stanford University), on Monday, August 10, 2020

Tags: Boards of Directors, Corporate culture, Corporate Social Responsibility, ESG, Misconduct, Public perception, Reputation, Risk management, Social capital

ESG and Corporate Purpose in a Disrupted World

Posted by Kristen Sullivan, Amy Silverstein, and Leeann Galezio Arthur, Deloitte, on Monday, August 10, 2020

Tags: Board composition, Boards of Directors, Corporate purpose, COVID-19, Diversity, ESG, Institutional Investors, Stakeholders, Sustainability

Facing the COVID-19 Challenge in Corporate Boardrooms

Posted by Paula Loop, PricewaterhouseCoopers LLP, on Tuesday, August 11, 2020

Tags: Boards of Directors, COVID-19, Human capital, Management, Surveys, Virtual meetings

Alibaba: A Case Study of Synthetic Control

Posted by Jesse M. Fried (Harvard Law School) and Ehud Kamar (Tel Aviv University), on Tuesday, August 11, 2020

Tags: Alibaba, Boards of Directors, Capital structure, China, Controlling shareholders, International governance, Minority shareholders

Shareholder Complaints Seek to Hold Directors Liable for Lack of Diversity

Posted by Francesca Odell, Victor Hou, and James Langston, Cleary Gottlieb Steen & Hamilton LLP, on Tuesday, August 11, 2020

Tags: Board composition, Boards of Directors, Caremark, Derivative suits, Diversity, ESG, Institutional Investors, Shareholder proposals, Shareholder suits, Shareholder voting

Exercising Business Judgment Through COVID-19

Posted by Laura Levine and William J. Braithwaite, Stikeman Elliott LLP, on Wednesday, August 12, 2020

Tags: Board oversight, Boards of Directors, Caremark, COVID-19, Fiduciary duties, Managmenet, Risk management, Risk oversight

IQ from IP: Simplifying Search in Portfolio Choice

Posted by Umit Gurun (University of Texas), on Wednesday, August 12, 2020

Tags: EDGAR, Fund managers, Information asymmetries, Information environment, Inside information, Insider trading, Investor protection, Mutual funds, Securities enforcement, Securities regulation

Was the Business Roundtable Statement on Corporate Purpose Mostly for Show? – (1) Evidence from Lack of Board Approval

Posted by Lucian Bebchuk and Roberto Tallarita (Harvard Law School), on Wednesday, August 12, 2020

Tags: Accountability, Boards of Directors, Business Roundtable, Corporate purpose, Corporate Social Responsibility, Managmenet, Program on Corporate Governance, Shareholder value, Stakeholders

Audit Committee Priorities in the Current Quarter and Beyond

Posted by Krista Parsons and Leeann Galezio Arthur, Deloitte & Touche LLP, on Thursday, August 13, 2020

Tags: Accounting, Audit committee, Audits, Boards of Directors, Compliance and disclosure interpretation, Financial reporting, Risk oversight, Whistleblowers

Does Joining the S&P 500 Index Hurt Firms?

Posted by Benjamin Bennett (Tulane University), René M. Stulz (Ohio State University), and Zexi Wang (Lancaster University), on Thursday, August 13, 2020

Tags: Firm performance, Index funds, Institutional Investors, Market reaction, Peer groups, Repurchases

Comment Letter to DOL

Posted by Jeffrey P. Mahoney, Council of Institutional Investors, on Thursday, August 13, 2020

Tags: Climate change, Corporate Social Responsibility, DOL, ERISA, ESG, Fiduciary rule, Institutional Investors, Retirement plans, Securities regulation, Sustainability

Weekly Roundup: August 7–13, 2020