Weekly Roundup: December 4

This roundup contains a collection of the posts published on the Forum during the week of December 4–10, 2020.

Behavioral Corporate Finance: The Life Cycle of a CEO Career

Posted by Marius Guenzel (The Wharton School), and Ulrike Malmendier (University of California Berkeley), on Friday, December 4, 2020

Tags: Behavioral finance, Decision making, Management, Manager characteristics, Managerial style, Mergers & acquisitions

Defining the Role of the Audit Committee in Overseeing ESG

Posted by Kristen Sullivan, Maureen Bujno, and Leeann Galezio Arthur, Deloitte & Touche LLP, on Friday, December 4, 2020

Tags: Boards of Directors, Disclosure, Environmental disclosure, ESG, Risk, Risk disclosure, Risk oversight, Sustainability

Boards Beware: Accountability is Rising

Posted by Douglas Chia, Soundboard Governance LLC, and Lex Suvanto, Edelman, on Saturday, December 5, 2020

Tags: Accountability, Board oversight, Boards of Directors, Climate change, ESG, Index funds, Shareholder activism, Stakeholders

Statement by Commissioner Roisman at a Meeting of the Asset Management Advisory Committee

Posted by Elad L. Roisman, U.S. Securities and Exchange Commission, on Saturday, December 5, 2020

Tags: Disclosure, ESG, Institutional Investors, SEC, SEC rulemaking, Securities regulation

ISS Updates its Voting Policies

Posted by Pamela Marcogliese, Maj Vaseghi, and Doru Gavril, Freshfields Bruckhaus Deringer LLP, on Sunday, December 6, 2020

Tags: Arbitration, Board composition, Boards of Directors, COVID-19, Diversity, Environmental disclosure, ESG, Institutional Investors, ISS, Proxy advisors, Risk oversight, Shareholder suits, Sustainability

Biden In the Boardroom

Posted by Michael Peregrine, McDermott Will & Emery LLP, and Charles Elson, University of Delaware, on Sunday, December 6, 2020

Tags: Board composition, Boards of Directors, Corporate Social Responsibility, Diversity, ESG, Joe Biden, Presidential elections, Securities regulation, State law

Glass Lewis and ISS Issue Final 2021 U.S. Voting Policies

Posted by Andrea K. Wahlquist, Sabastian V. Niles, and Justin C. Nowell, Wachtell Lipton Rosen & Katz, on Monday, December 7, 2020

Tags: Diversity, ESG, Executive Compensation, Glass Lewis, Incentives, Institutional Investors, ISS, Long-Term value, Proxy advisors, Shareholder proposals, Shareholder voting

All the President’s Friends: Political Access and Firm Value

Posted by Jeffrey R. Brown and Jiekun Huang (University of Illinois), on Monday, December 7, 2020

Tags: Donald Trump, Firm performance, Management, Social capital, Social networks

A New Public Market Seeks to Change Capitalism by Changing the Rules

Posted by Michelle Greene, Long-Term Stock Exchange, on Monday, December 7, 2020

Tags: Boards of Directors, ESG, Executive Compensation, Institutional Investors, Listing standards, Long-Term value, Short-termism, Stakeholders

SEC Harmonizes Regulation and Improves Access to Capital in Private Markets

Posted by Adam Fleisher, Jeffrey D. Karpf, and Leslie N. Silverman, Cleary Gottlieb Steen & Hamilton LLP, on Tuesday, December 8, 2020

Tags: Accredited investors, Capital formation, Equity offerings, Investor protection, Registration exemptions, Retail investors, SEC, SEC rulemaking, Securities enforcement, Securities regulation, Solicitation

Who Benefits from Analyst “Top Picks”?

Posted by René M. Stulz (The Ohio State University), on Tuesday, December 8, 2020

Tags: Banks, Conflicts of interest, Financial institutions, Institutional Investors, Investment banking, Peer groups, Reputation, Retail investors, Stock analysts

Some Thoughts for Boards of Directors in 2021

Posted by Martin Lipton, Wachtell Lipton Rosen & Katz, on Tuesday, December 8, 2020

Tags: Boards of Directors, Climate change, COVID-19, Cryptocurrency, Disclosure, Diversity, Environmental disclosure, ESG, Financial technology, Institutional Investors, Stakeholders, Sustainability

2020 Director Compensation Report

Posted by Michael Ferrante and Connor Damon, FW Cook, on Wednesday, December 9, 2020

Tags: Board composition, Boards of Directors, Compensation committees, Director compensation, Diversity, Equity-based compensation, ESG, Incentives

Real Effects of Share Repurchases Legalization on Corporate Behaviors

Posted by Zigan Wang (The University of Hong Kong), Qie Ellie Yin (Hong Kong Baptist University), and Luping Yu (The University of Hong Kong), on Wednesday, December 9, 2020

Tags: Firm valuation, International governance, Long-Term value, Market reaction, Repurchases, Securities regulation, Stock returns

Key Issues Facing Companies That Exceed Financial Expectations

Posted by Mike Kesner, Sandra Pace, and John Sinkular, Pay Governance LLC, on Wednesday, December 9, 2020

Tags: Compensation disclosure, Compensation ratios, COVID-19, Executive Compensation, Firm performance, Incentives, Pay for performance, Say on pay, Stakeholders

The Forum Wars of Section 11

Posted by Boris Feldman, Freshfields Bruckhaus Deringer LLP, on Thursday, December 10, 2020

Tags: California, D&O insurance, Forum selection, Section 11, Securities litigation, State law, U.S. federal courts

The Fear and the Bright Side of Financial Fragility

Posted by Massimo Massa (INSEAD), David Schumacher (McGill University), and Yan Wang (McMaster University), on Thursday, December 10, 2020

Tags: Asset management, BlackRock, Index funds, Institutional Investors, Market reaction, Mergers & acquisitions, Ownership, Systemic risk

SEC Amends Exempt Offering Framework

Posted by Eric Orsic, Tom Conaghan and Gary Emmanuel, McDermott, Will & Emery LLP, on Thursday, December 10, 2020

Tags: Capital formation, Crowdfunding, Investor protection, Registration exemptions, Regulation A, Safe harbor, SEC, SEC rulemaking, Securities regulation, Solicitation

Weekly Roundup: December 4–10, 2020