Weekly Roundup: November 27–December 3, 2020

This roundup contains a collection of the posts published on the Forum during the week of November 27–December 3, 2020.

Environmental Spinoffs: The Attempt to Dump Liability Through Spin and Bankruptcy

Posted by David F. Larcker, Brian Tayan, and Andrew C. Baker, (Stanford University), on Friday, November 27, 2020

Tags: Bankruptcy, Corporate crime, Corporate liability, DuPont, Environmental disclosure, ESG, Liability standards, Mergers & acquisitions, Monsanto, Securities litigation, Spinoffs

2020 Use of ESG Measures in Incentive Plans Report

Posted by Thomas Kohn and Erin Bass-Goldberg, FW Cook, on Friday, November 27, 2020

Tags: Corporate purpose, Disclosure, ESG, Executive Compensation, Incentives, Management, Pay for performance, Say on pay, Shareholder primacy, Stakeholders

New Rule Governing Use of Derivatives by Registered Investment Companies and BDCs

Posted by John Mahon and Craig Stein, Schulte Roth & Zabel LLP, on Saturday, November 28, 2020

Tags: Board oversight, Broker-dealers, Derivatives, Investment Company Act, Risk management, Rule 18f-4, SEC rulemaking, Securities regulation

The CPA-Wharton Zicklin Model Code of Conduct

Posted by Bruce F. Freed (Center for Political Accountability), Karl J. Sandstrom (Perkins Coie), and William S. Laufer (The Wharton School), on Saturday, November 28, 2020

Tags: Accountability, Citizens United v. FEC, Disclosure, ESG, Political spending, Presidential elections, Shareholder value, Transparency

IPOs Surge While Market Tightens, But Opportunities Remain

Posted by John J. Mahon and Eleazer Klein, Schulte Roth & Zabel LLP, on Sunday, November 29, 2020

Tags: Capital formation, IPOs, Mergers & acquisitions, PIPE, Private equity, Private firms, Special purpose vehicles

When That Problematic Board Member Just Won’t Leave

Posted by Michael W. Peregrine, McDermott Will & Emery LLP, on Sunday, November 29, 2020

Tags: Board oversight, Board tenure, Board turnover, Boards of Directors, Compliance & ethics, Director qualifications, Misconduct, Reputation

Preparing for Shareholder Activism in the Wake of COVID-19

Posted by Keith E. Gottfried, Morgan, Lewis & Bockius LLP , on Monday, November 30, 2020

Tags: COVID-19, Hostile takeover, Institutional Investors, Mergers & acquisitions, Proxy season, Proxy voting, Shareholder activism, Shareholder value

Innovation in the Stock Market: Exchanges and ATSs

Posted by Gabriel Rauterberg (University of Michigan), on Monday, November 30, 2020

Tags: Alternative trading systems, Financial technology, Innovation, Securities regulation

Compensation-Related Considerations for the 2021 Proxy Season

Posted by Maj Vaseghi, Lori Goodman and Sarah Ghulamhussain, Freshfields Bruckhaus Deringer LLP, on Monday, November 30, 2020

Tags: Compensation disclosure, Compensation ratios, COVID-19, Executive Compensation, Human capital, Incentives, Institutional Investors, Proxy advisors, Proxy season, Proxy voting, Say on pay, SEC enforcement, Securities enforcement, Shareholder voting

Silicon Valley and S&P 100: A Comparison of 2020 Proxy Season Results

Posted by David A. Bell, Fenwick & West LLP, on Tuesday, December 1, 2020

Tags: Boards of Directors, ESG, Executive Compensation, Peer groups, Proxy access, Proxy season, Proxy voting, Say on pay, Shareholder elections, Shareholder proposals, Shareholder voting, Surveys, Tech companies

Public Thrift, Private Perks: Signaling Board Independence with Executive Pay

Posted by Pablo Ruiz-Verdú (Carlos III University) and Ravi Singh (Higher Moment Capital), on Tuesday, December 1, 2020

Tags: Board independence, Boards of Directors, Compensation committees, Executive Compensation, Incentives, Management, Signaling

Statement Regarding Audit Quality in Emerging Markets and Recent Developments

Posted by Jay Clayton (U.S. Securities and Exchange Commission), William D. Duhnke III (Public Company Accounting Oversight Board), and Sagar Teotia (U.S. Securities and Exchange Commission), on Tuesday, December 1, 2020

Tags: Accounting, Accounting standards, Audits, China, Emerging markets, Foreign firms, International governance, Securities regulation