Weekly Roundup: November 13

This roundup contains a collection of the posts published on the Forum during the week of November 13–19, 2020.

Decision Making in 50:50 Joint Ventures

Posted by Philip Zanfagna, Molly Farber, and James Bamford, Water Street Partners, on Friday, November 13, 2020

Tags: Boards of Directors, Contracts, Corporate forms, Joint ventures, Management, Partnerships, Risk, Shareholder voting

Delaware Reaffirms Director Independence Principle in Founder-Led Company

Posted by William Savitt, Ryan A. McLeod, and Anitha Reddy, Wachtell, Lipton, Rosen & Katz, on Friday, November 13, 2020

Tags: Board independence, Boards of Directors, Delaware cases, Delaware law, Derivative suits, Dual-class stock, Facebook, Securities litigation

The Limits of Corwin in the Sale of a Company to a PE Buyer

Posted by Gail Weinstein, Steven J. Steinman, and Brian T. Mangino, Fried, Frank, Harris, Shriver & Jacobson LLP, on Saturday, November 14, 2020

Tags: Boards of Directors, Conflicts of interest, Corporate fraud, Corwin, Delaware cases, Delaware law, Disclosure, Fiduciary duties, Liquidity, Management, Merger litigation, Mergers & acquisitions, Private equity, Securities litigation, Shareholder suits

Statement of Commissioners Peirce and Roisman on Andeavor LLC

Posted by Hester M. Peirce and Elad L. Roisman, U.S. Securities and Exchange Commission, on Saturday, November 14, 2020

Tags: Accounting, Inside information, Insider trading, Internal control, Merger litigation, Mergers & acquisitions, Repurchases, Rule 10b-5, SEC, SEC enforcement, Securities enforcement

Shareholders’ Rights & Shareholder Activism 2020

Posted by Eleazer Klein, Schulte Roth & Zabel LLP, on Sunday, November 15, 2020

Tags: Boards of Directors, Charter & bylaws, COVID-19, Delaware law, Hedge funds, Institutional Investors, Securities litigation, Shareholder activism, Shareholder rights, Shareholder voting, Virtual meetings

ESG Management and Board Accountability

Posted by Kosmas Papadopoulos and Rodolfo Araujo, FTI Consulting, on Sunday, November 15, 2020

Tags: Accountability, Board composition, Boards of Directors, COVID-19, Diversity, ESG, Institutional Investors, Proxy season, Shareholder voting, Stakeholders, Stewardship

Financial Institution Regulation Under President Biden

Posted by Katherine Mooney Carroll, Lauren Gilbert, and Zachary Baum, Cleary Gottlieb Steen & Hamilton LLP, on Monday, November 16, 2020

Tags: Banks, CFTC, Dividends, Federal Reserve, Financial regulation, Joe Biden, Mergers & acquisitions, Presidential elections, Repurchases, SEC, Securities regulation

Corporations in 100 Pages

Posted by Holger Spamann (Harvard Law School), Scott Hirst (Boston University) and Gabriel Rauterberg (University of Michigan), on Monday, November 16, 2020

Tags: Boards of Directors, Corporate forms, Corporate governance, Fiduciary duties, Legal history, Management, Mergers & acquisitions

Racial Equity on the Board Agenda

Posted by Seymour Burchman, Barry Sullivan, and Julia Thorner, Semler Brossy Consulting Group, on Monday, November 16, 2020

Tags: Board composition, Boards of Directors, Corporate purpose, Diversity, ESG, Stakeholders

Financial Reporting and the Financial Reporting Regulators

Posted by Lynn E. Turner, Alliance Of Concerned Investors, on Tuesday, November 17, 2020

Tags: Accounting, Accounting standards, Audits, Disclosure, FASB, Financial reporting, Investor protection, Securities regulation, Transparency

Greenwashing

Posted by Hao Liang (Singapore Management University), Lin Sun (Fudan University), and Melvyn Teo (Singapore Management University), on Tuesday, November 17, 2020

Tags: Asset management, Climate change, Environmental disclosure, ESG, Greenwashing, Hedge funds, Institutional Investors, Stakeholders, Stewardship, Sustainability

The Basel Committee’s Initiatives on Climate-Related Financial Risks

Posted by Kevin Stiroh, Federal Reserve Bank of New York, on Tuesday, November 17, 2020

Tags: Banks, Basel Committee, Climate change, Environmental disclosure, ESG, Federal Reserve, Financial institutions, Risk, Sustainability, Systemic risk

The Rise of the General Counsel

Posted by Amit Batish, Equilar, Inc., on Wednesday, November 18, 2020

Tags: Compensation ratios, COVID-19, Diversity, ESG, General counsel, Inside counsel

The ESG-Innovation Disconnect: Evidence from Green Patenting

Posted by Lauren Cohen (Harvard Business School), Umit G. Gurun (University of Texas at Dallas), and Quoc H. Nguyen (Driehaus College of Business), on Wednesday, November 18, 2020

Tags: Asset management, ESG, Fund managers, Incentives, Innovation, Patents, R&D, Sustainability

Testimony by Chairman Clayton on Oversight of the Securities and Exchange Commission

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Wednesday, November 18, 2020

Tags: Asset management, Capital formation, Compliance and disclosure interpretation, COVID-19, Diversity, Engagement, Form CRS, Institutional Investors, Investor protection, Retail investors, SEC, Securities enforcement, Securities regulation

Revealing ESG in Critical Audit Matters

Posted by J. Robert Brown, Jr., Public Company Accounting Oversight Board, on Thursday, November 19, 2020

Tags: Accounting standards, Audit committee, Audits, Boards of Directors, Climate change, Disclosure, Environmental disclosure, ESG, Sustainability

SEC Division of Enforcement 2020 Annual Report

Posted by Stephanie Avakian, U.S. Securities and Exchange Commission, on Thursday, November 19, 2020

Tags: Compliance and disclosure interpretation, Disclosure, Investment advisers, Investor protection, Retail investors, SEC, SEC enforcement, Securities enforcement, Securities fraud, Whistleblowers

A Sober Look at SPACs

Posted by Michael Klausner (Stanford University), Michael Ohlrogge (NYU), and Emily Ruan (Stanford University), on Thursday, November 19, 2020

Tags: Capital formation, Capital structure, Hedge funds, Institutional Investors, IPOs, Mergers & acquisitions, Special purpose vehicles

Weekly Roundup: November 13–19, 2020