Weekly Roundup: November 20

This roundup contains a collection of the posts published on the Forum during the week of November 20–26, 2020.

Acquisition Experience and Director Remuneration

Posted by Addis Birhanu (Ecole de Management de Lyon), on Friday, November 20, 2020

Tags: Boards of Directors, Director compensation, Human capital, Management, Mergers & acquisitions

Remarks by Chairman Clayton to the Economic Club of New York

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Friday, November 20, 2020

Tags: Capital formation, Capital markets, Compliance and disclosure interpretation, COVID-19, Disclosure, ESG, SEC, SEC rulemaking, Securities regulation

Investing in a SPAC

Posted by Eleazer Klein and Adriana Schwartz, Schulte Roth & Zabel LLP, on Saturday, November 21, 2020

Tags: Acquisition agreements, Capital formation, Institutional Investors, IPOs, Mergers & acquisitions, Ownership, Private firms, Securities regulation, Special purpose vehicles

Joint Statement by Commissioners Lee and Crenshaw on Amendments to Regulation S-K

Posted by Allison Herren Lee and Caroline Crenshaw, U.S. Securities and Exchange Commission, on Saturday, November 21, 2020

Tags: Accounting, Accounting standards, Climate change, Disclosure, ESG, Regulation S-K, Risk disclosure, Sarbanes–Oxley Act, SEC, SEC rulemaking, Securities regulation, Sustainability

Russell 3000 Database of Executive Compensation Changes in Response to COVID-19

Posted by Matteo Tonello (The Conference Board, Inc.) and Olivia Voorhis and Justin Beck (Semler Brossy Consulting Group LLC), on Sunday, November 22, 2020

Tags: COVID-19, Equity-based compensation, ESG, Executive Compensation, Incentives, Long-Term value, Pay for performance, Shareholder value

Risks of Back-Channel Communications with a Controller

Posted by Gail Weinstein, Steven Epstein, and Warren S. de Wied, Fried, Frank, Harris, Shriver & Jacobson LLP, on Sunday, November 22, 2020

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

Cyber: New Challenges in a COVID-19–Disrupted World

Posted by Mary Galligan and Deborah Golden, Deloitte, on Monday, November 23, 2020

Tags: Board oversight, Boards of Directors, Cybersecurity, Risk, Risk management, Risk oversight

Varieties of Shareholderism: Three Views of the Corporate Purpose Cathedral

Posted by Amir Licht (IDC Herzliya), on Monday, November 23, 2020

Tags: Corporate purpose, ESG, Fiduciary duties, Shareholder primacy, Stakeholders

ISS Releases New Benchmark Policies for 2021

Posted by Cydney Posner, Cooley LLP, on Monday, November 23, 2020

Tags: Board composition, Diversity, Institutional Investors, ISS, Poison pills, Proxy advisors, Shareholder activism, Shareholder voting

SEC Enforcement Division Releases Final Chapter of Jay Clayton-Led SEC

Posted by Robin Bergen, Matthew Solomon, and Alex Janghorbani, Cleary Gottlieb Steen & Hamilton LLP, on Tuesday, November 24, 2020

Tags: COVID-19, Cryptocurrency, Investment advisers, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation, Whistleblowers

Why Have CEO Pay Levels Become Less Diverse?

Posted by Torsten Jochem (University of Amsterdam), Gaizka Ormazabal (University of Navarra), and Anjana Rajamani (Erasmus University Rotterdam), on Tuesday, November 24, 2020

Tags: Compensation disclosure, Executive Compensation, Management, Peer groups, Say on pay, Transparency

The Department of Labor’s ESG-less Final ESG Rule

Posted by Joseph Lifsics, Mayer Brown LLP, on Tuesday, November 24, 2020

Tags: DOL, ERISA, ESG, Fiduciary duties, Fiduciary rule, Institutional Investors, Investment advisers, Pension funds, Retirement plans

SEC Adopts Rules to Modernize and Streamline Exempt Offerings

Posted by Jonathan S. Adler, Jessica Forbes, and Stacey Song, Fried, Frank, Harris, Shriver & Jacobson LLP, on Wednesday, November 25, 2020

Tags: Accredited investors, Capital formation, Equity offerings, Institutional Investors, Registration exemptions, Regulation D, Regulation S, Safe harbor, SEC, SEC rulemaking, Securities regulation

EQT: Private Equity with a Purpose

Posted by Robert Eccles (University of Oxford), Therese Lennehag (EQT Partners), and Nina Nornholm (EQT Partners), on Wednesday, November 25, 2020

Tags: Climate change, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Private equity, Sustainability

S&P 500 Companies No Longer Receive Drafts of Proxy Advisory Reports During 2021 Proxy Season

Posted by John R. Ellerman and Szu Hui Ho, Pay Governance LLC, on Wednesday, November 25, 2020

Tags: Institutional Investors, ISS, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting

Weekly Roundup: November 20–26, 2020