Weekly Roundup: August 14

This roundup contains a collection of the posts published on the Forum during the week of August 14–20, 2020.

Managerial Duties and Managerial Biases

Posted by Ulrike Malmendier (University of California, Berkeley), Vincenzo Pezone (Goethe University Frankfurt), and Hui Zheng (University of California, Berkeley), on Friday, August 14, 2020

Tags: Behavioral finance, CFOs, Corporate debt, Decision making, Human capital, Management, Managerial style, Risk-taking

The Other “S” in ESG: Building a Sustainable and Resilient Supply Chain

Posted by David M. Silk, Sabastian V. Niles, and Carmen X. W. Lu, Wachtell, Lipton, Rosen & Katz, on Friday, August 14, 2020

Tags: Boards of Directors, Climate change, COVID-19, ESG, Risk management, Risk oversight, Sustainability

Seeing Through the Regulatory Looking Glass: PCAOB Inspection Reports

Posted by J. Robert Brown, Jr., Public Company Accounting Oversight Board, on Saturday, August 15, 2020

Tags: Accounting, Accounting standards, Audits, Institutional Investors, PCAOB

Emerging ESG Disclosure Trends Highlighted in GAO Report

Posted by Holly J. Gregory, Heather Palmer, and Leonard Wood, Sidley Austin LLP, on Saturday, August 15, 2020

Tags: Climate change, Engagement, Environmental disclosure, ESG, GAO, Institutional Investors, SASB, Securities regulation, Shareholder value, Sustainability

Trends in U.S. Director Compensation

Posted by Matthew Friestedt, Marc Treviño, and Melissa Sawyer, Sullivan & Cromwell LLP, on Sunday, August 16, 2020

Tags: Boards of Directors, COVID-19, Director compensation, Firm performance, Incentives, Pay for performance, Peer groups

Establishing Meaningful and Rigorous Financial Goals

Posted by Mike Kesner and John R. Ellerman, Pay Governance LLC, on Sunday, August 16, 2020

Tags: Boards of Directors, Compensation committees, Executive Compensation, Firm performance, Incentives, Long-Term value, Management, Performance measures

Update on Special Purpose Acquisition Companies

Posted by Ramey Layne, Brenda Lenahan and Sarah Morgan, Vinson & Elkins LLP, on Monday, August 17, 2020

Tags: Acquisition agreements, Acquisitions, Capital structure, Corporate forms, Disclosure, Form 8-K, Hedge funds, IPOs, Mergers & acquisitions, Securities regulation, Special purpose vehicles

Testing the Theory of Common Stock Ownership

Posted by Fiona M. Scott Morton (Yale University) and Lysle Boller (Duke University), on Monday, August 17, 2020

Tags: Asset management, Common ownership, Incentives, Index funds, Institutional Investors, Ownership

Investors and Companies Can Drive ESG Metrics Forward Together

Posted by Sarah Keohane Williamson and Ariel Fromer Babcock, FCLTGlobal, on Monday, August 17, 2020

Tags: Climate change, Engagement, Environmental disclosure, ESG, Institutional Investors, Stakeholders, Sustainability

SEC Tightens Regulations on Proxy Advisory Firms

Posted by David Bell, Ryan Mitteness, and Soo Hwang, Fenwick & West LLP, on Tuesday, August 18, 2020

Tags: Conflicts of interest, Institutional Investors, Proxy advisors, Rule 14a-2, SEC, SEC rulemaking, Securities regulation, Shareholder voting

How Shifting from In-Person to Virtual Shareholder Meetings Affects Shareholders’ Voice

Posted by Miriam Schwartz-Ziv (Hebrew University of Jerusalem), on Tuesday, August 18, 2020

Tags: Board communication, Boards of Directors, COVID-19, Engagement, Shareholder activism, Shareholder communications, Shareholder meetings, Shareholder voting, Transparency, Virtual meetings

Was the Business Roundtable Statement Mostly for Show? – (2) Evidence from Corporate Governance Guidelines

Posted by Lucian Bebchuk and Roberto Tallarita (Harvard Law School), on Tuesday, August 18, 2020

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

The SEC Takes Action on Proxy Advisory Firms

Posted by Nicolas Grabar, James Langston, and Helena Grannis, Cleary Gottlieb Steen & Hamilton LLP, on Wednesday, August 19, 2020

Tags: Boards of Directors, Disclosure, Institutional Investors, Investment advisers, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Shareholder voting

Comment on the Proposed DOL Rule

Posted by Max M. Schanzenbach (Northwestern University) and Robert H. Sitkoff (Harvard Law School), on Wednesday, August 19, 2020

Tags: Climate change, DOL, Environmental disclosure, ERISA, ESG, Institutional Investors, Retirement plans, Risk, Securities regulation, Sustainability

Was the Business Roundtable Statement Mostly for Show? – (3) Disregard of Legal Constraints

Posted by Lucian Bebchuk and Roberto Tallarita (Harvard Law School), on Wednesday, August 19, 2020

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

Chancery Court Rules That Pre-Closing Attorney Client Privilege Over Deal Related Communications Stays with Sellers

Posted by Doru Gavril, David Livshiz, and Scott Eisman, Freshfields Bruckhaus Deringer US LLP, on Thursday, August 20, 2020

Tags: Attorney-client privilege, Delaware cases, Delaware law, Disclosure, Merger litigation, Mergers & acquisitions, Privacy

Best Buys and Own Brands: Investment Platforms’ Recommendations of Mutual Funds

Posted by Howard Jones (University of Oxford), on Thursday, August 20, 2020

Tags: Asset management, Conflicts of interest, Institutional Investors, International governance, Mutual funds, UK

A Controller’s Direct Discussions With Minority Stockholders May Render MFW Unavailable

Posted by Gail Weinstein, Steven Epstein, and Matthew V. Soran, Frank, Harris, Shriver & Jacobson LLP, on Thursday, August 20, 2020

Tags: Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Going private, Merger litigation, Mergers & acquisitions, MFW

Weekly Roundup: August 14–20, 2020