Weekly Roundup: October 23

This roundup contains a collection of the posts published on the Forum during the week of October 23–29, 2020.

The Power of the Narrative in Corporate Lawmaking

Posted by Mark Roe (Harvard Law School) and Roy Shapira (IDC Herzliya), on Friday, October 23, 2020

Tags: Accountability, Behavioral finance, Capital markets, ESG, Hedge funds, Incentives, Long-Term value, Shareholder value, Stakeholders

The Dangers of Buybacks: Mitigating Common Pitfalls

Posted by Sarah Keohane Williamson, Ariel Fromer Babcock, and Allen He, FCLT Global, on Friday, October 23, 2020

Tags: Capital allocation, Dividends, Executive Compensation, Institutional Investors, Long-Term value, Repurchases, Shareholder value, Taxation

COVID-19 and Inequality: A Test of Corporate Purpose

Posted by Bronagh Ward and Vittoria Bufalari, KKS Advisors, on Saturday, October 24, 2020

Tags: Corporate purpose, Corporate Social Responsibility, COVID-19, Diversity, ESG, Reputation, Shareholder primacy, Shareholder value, Stakeholders

The Next Frontier for Representations and Warranties Insurance: Public M&A Deals?

Posted by Igor Kirman, Ian Boczko, and Nicholas C.E. Walter, Wachtell, Lipton, Rosen & Katz, on Saturday, October 24, 2020

Tags: Acquisition agreements, Merger litigation, Mergers & acquisitions, Private firms, Public firms, R&W insurance, Risk, Risk disclosure, Special purpose vehicles

Time to Unlock the Hidden Value in Your Board

Posted by Jeffrey R. Greene, Fortuna Advisors LLC, and Sharath Sharma, EY, on Sunday, October 25, 2020

Tags: Boards of Directors, Engagement, Executive Compensation, Firm performance, Innovation, Management, Mergers & acquisitions, Shareholder activism, Stakeholders

Shareholder Value and Social Responsibility Are Not At Odds

Posted by The Honorable Mary K. Bush, Bush International LLC, on Sunday, October 25, 2020

Tags: Corporate purpose, Corporate Social Responsibility, Diversity, ESG, Human capital, Reputation, Shareholder primacy, Shareholder value, Stakeholders

Statement by Commissioners Lee and Crenshaw on No-Action Relief for Non-Compliance with the Customer Protection Rule

Posted by Allison Herren Lee and Caroline A. Crenshaw, U.S. Securities and Exchange Commission, on Monday, October 26, 2020

Tags: Broker-dealers, Compliance & ethics, Consumer protection, Misconduct, No-action letters, SEC, SEC enforcement, Securities regulation

The Economics of Soft Dollars: A Review of the Literature and New Evidence from the Implementation of MiFID II

Posted by Howell Jackson (Harvard Law School) and Jeffery Zhang (Board of Governors of the Federal Reserve System), on Monday, October 26, 2020

Tags: Asset management, Bundling, EU, International governance, MiFID, Securities regulation

From Shareholder Primacy to Stakeholder Capitalism

Posted by Frederick Alexander, The Shareholder Commons; Holly Ensign-Barstow, B Lab; and Lenore Palladino, University of Massachusetts, on Monday, October 26, 2020

Tags: Corporate purpose, Corporate Social Responsibility, ESG, Institutional Investors, Management, Shareholder primacy, Stakeholders

NYSE Extends Waiver of “Related Party” and “20%” Stockholder Approval Rules

Posted by Eleazer Klein, Adriana Schwartz, and Clara Zylberg, Schulte Roth & Zabel LLP, on Tuesday, October 27, 2020

Tags: Capital formation, Equity offerings, Listing standards, NYSE, Private ordering, Related parties

Short-Termism, Shareholder Payouts, and Investment in the EU

Posted by Jesse Fried (Harvard Law School) and Charles C. Y. Wang (Harvard Business School), on Tuesday, October 27, 2020

Tags: Capital allocation, Equity offerings, EU, Innovation, International governance, Payouts, R&D, Shareholder value, Short-termism

Statement by Chairman Clayton on Regulation Best Interest and Form CRS

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Tuesday, October 27, 2020

Tags: Broker-dealers, Disclosure, Form CRS, Investment advisers, Regulation Best Interest, SEC, Securities regulation

The Impact of COVID-19 on Shareholder Activism in the Retail Industry

Posted by Keith E. Gottfried, Morgan, Lewis & Bockius LLP, on Wednesday, October 28, 2020

Tags: COVID-19, Hedge funds, Hostile takeover, Institutional Investors, Mergers & acquisitions, Private equity, Shareholder activism, Shocks, Special purpose vehicles, Takeover defenses

Changes to Shareholder Proposal Eligibility Rules

Posted by Elizabeth Bieber, Andrea Basham and Jack Liechtung, Freshfields Bruckhaus Deringer LLP, on Wednesday, October 28, 2020

Tags: Engagement, Institutional Investors, Ownership, Rule 14a-8, SEC, Securities regulation, Shareholder communications, Shareholder proposals

ESG & The 2020 U.S. Presidential Election

Posted by Heidi DuBois, Alex Heath, and Jill Fisher, Edelman, on Wednesday, October 28, 2020

Tags: Accountability, Corporate Social Responsibility, Environmental disclosure, ESG, Litigation disclosures, Long-Term value, Presidential elections, Securities regulation, Stakeholders, Sustainability

Disclosures in Shareholder Lawsuits

Posted by Boris Feldman, Doru Gavril, and Elise Lopez, Freshfields Bruckhaus Deringer LLP, on Thursday, October 29, 2020

Tags: Class actions, Disclosure, Securities enforcement, Securities fraud, Securities litigation, Securities regulation, U.S. federal courts, Whistleblowers

U.S. Compensation Policies and the COVID-19 Pandemic

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Thursday, October 29, 2020

Tags: Bonuses, COVID-19, Executive Compensation, Incentives, Institutional Investors, Pay for performance, Proxy advisors, Say on pay, Shareholder voting

Engaging with Wellington Management Company

Posted by Krystal Berrini, PJT Camberview, on Thursday, October 29, 2020

Tags: Asset management, Climate change, Disclosure, Engagement, Environmental disclosure, ESG, Institutional Investors, Investment advisers, Stewardship, Sustainability

Weekly Roundup: October 23–29, 2020