Weekly Roundup: September 25

This roundup contains a collection of the posts published on the Forum during the week of September 25–October 1, 2020.

Statement by Commissioner Crenshaw on Procedural Requirements and Resubmission Thresholds under Rule 14a-8

Posted by Caroline Crenshaw, U.S. Securities and Exchange Commission, on Friday, September 25, 2020

Tags: Boards of Directors, Institutional Investors, Proxy voting, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting

Statement by Commissioner Peirce on Procedural Requirements and Resubmission Thresholds under Rule 14a-8

Posted by Hester Peirce, U.S. Securities and Exchange Commission, on Friday, September 25, 2020

Tags: Capital markets, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder rights, Shareholder voting

Letter to House Subcommittee by SEC Chairman Jay Clayton

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Friday, September 25, 2020

Tags: COVID-19, Incentives, Insider trading, SEC, SEC enforcement, Securities enforcement, Securities regulation, Stock options

Statement by Commissioner Caroline Crenshaw on Whistleblower Program Rule Amendments

Posted by Caroline Crenshaw, U.S. Securities and Exchange Commission, on Saturday, September 26, 2020

Tags: Accountability, Compliance & ethics, Disclosure, SEC, SEC enforcement, Securities regulation, Transparency, Whistleblowers

Statement by Chairman Clayton on Strengthening the SEC’s Whistleblower Program

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Saturday, September 26, 2020

Tags: Accountability, Compliance & ethics, Disclosure, SEC, SEC enforcement, Securities regulation, Transparency, Whistleblowers

Sharing the Pain: How Did Boards Adjust CEO Pay in Response to COVID-19

Posted by Andrew Gordon (Equilar, Inc.), David F. Larcker (Stanford University), and Courtney Yu (Equilar, Inc.), on Sunday, September 27, 2020

Tags: Bonuses, COVID-19, Director compensation, ESG, Executive Compensation, Firm performance, Incentives, Management, Pay for performance

Shareholder Proposal No-Action Requests in the 2020 Proxy Season

Posted by Marc S. Gerber, Hagen J. Ganem, and Ryan J. Adams, Skadden, Arps, Slate, Meagher & Flom LLP, on Sunday, September 27, 2020

Tags: Boards of Directors, No-action letters, Proxy season, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting

Considering Resilience When Assessing FY2020 Incentive Plan Performance

Posted by John D. England and Mike Kesner, Pay Governance LLC, on Monday, September 28, 2020

Tags: Boards of Directors, Compensation committees, COVID-19, Executive Compensation, Firm performance, Incentives, Pay for performance, Shocks

Taming the Corporate Leviathan: Codetermination and the Democratic State

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

Tags: Accountability, Accountable Capitalism Act, International governance, Stakeholders, Systemic risk

The Broadening Basis for Business Judgment

Posted by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Monday, September 28, 2020

Tags: Accounting, Boards of Directors, Disclosure, ESG, EU, Institutional Investors, International governance, Regulation S-K, Stakeholders

The Withdrawal of the Boulder Letter

Posted by Phillip Goldstein, Bulldog Investors, on Tuesday, September 29, 2020

Tags: Antitakeover, Asset management, Boards of Directors, Delaware law, Exchange Act, Fiduciary duties, Investment Company Act, Mergers & acquisitions, SEC, Securities regulation, Shareholder rights, Shareholder voting, State law

SEC’s Proposed Reporting Threshold for Institutional Investment Managers

Posted by Daniel Taylor (The Wharton School), on Tuesday, September 29, 2020

Tags: Accounting, Asset management, Disclosure, Form 13F, Information environment, Institutional Investors, SEC, Securities regulation

No Damages in Dispute Over Failed Anthem/Cigna Merger

Posted by Mark Metts, Katy Lukaszewski, and Stephen Chang, Sidley Austin LLP, on Tuesday, September 29, 2020

Tags: Acquisition agreements, Anthem, Antitrust, Cigna, Contracts, Delaware cases, Delaware law, Management, Merger litigation, Mergers & acquisitions, Succession

2020 AGM Season Review

Posted by Domenic Brancati and Daniele Vitale, Georgeson, on Wednesday, September 30, 2020

Tags: Boards of Directors, COVID-19, Dividends, Executive Compensation, Institutional Investors, International governance, Shareholder meetings, Shareholder voting, Virtual meetings

The Enduring Wisdom of Milton Friedman

Posted by Steven Kaplan (University of Chicago), on Wednesday, September 30, 2020

Tags: Corporate purpose, ESG, Institutional Investors, Milton Friedman, Shareholder primacy, Shareholder value, Stakeholders

Investment Stewardship 2020 Annual Report

Posted by Michelle Edkins, Hilary Novik-Sandberg, and Victoria Gaytan, BlackRock Investment Stewardship, on Wednesday, September 30, 2020

Tags: BlackRock, ESG, Institutional Investors, Institutional voting, Management, Risk management, Shareholder activism, Shareholder proposals, Stewardship, Sustainability

Managing Climate Risk in the U.S. Financial System

Posted by Bob Litterman, Commodity Futures Trading Commission, on Thursday, October 1, 2020

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

2020 Annual Corporate Governance Review

Posted by Donald W. Cassidy, Hannah Orowitz, and Brigid Rosati, Georgeson, on Thursday, October 1, 2020

Tags: Boards of Directors, Diversity, ESG, Executive Compensation, Institutional Investors, Proxy advisors, Say on pay, Shareholder proposals, Shareholder voting

How Great Companies Deliver Both Purpose and Profit

Posted by Alex Edmans (London Business School), on Thursday, October 1, 2020

Tags: Business Roundtable, Corporate purpose, Corporate Social Responsibility, ESG, Milton Friedman, Profitability, Shareholder value, Stakeholders

Weekly Roundup: September 25–October 1, 2020