Weekly Roundup: December 11

This roundup contains a collection of the posts published on the Forum during the week of December 11–17, 2020

SEC Adopts Amendments to Permit the Use of Electronic Signatures

Posted by Kenneth M. Silverman and Zachary E. Freedman, Olshan Frome Wolosky LLP, on Friday, December 11, 2020

Tags: Disclosure, EDGAR, Filings, Financial reporting, Rule 302(b), SEC, SEC rulemaking, Securities regulation

Board Considerations for an Uncertain 2021

Posted by Holly J. Gregory, Sidley Austin LLP, on Friday, December 11, 2020

Tags: Board composition, Board turnover, Boards of Directors, Corporate purpose, COVID-19, Diversity, Engagement, ESG, Human capital, Long-Term value, Management, Risk management, Stakeholders, Succession, Sustainability

New Executive Order Bans Investment in 31 Chinese Companies

Posted by Ama Adams, Brendan Hanifin, and Emerson Siegle, Ropes & Gray LLP, on Saturday, December 12, 2020

Tags: China, Donald Trump, Foreign firms, International governance, Securities enforcement, Securities regulation

Realizable Pay Disclosures

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Saturday, December 12, 2020

Tags: Compensation disclosure, Disclosure, Executive Compensation, Institutional Investors, Pay for performance, Proxy advisors, Say on pay, Shareholder voting

Variety of Approaches to New Human Capital Resources Disclosure in 10-K Filings

Posted by David Gordon, Dina Bernstein, and Andrew Lash, FW Cook, on Sunday, December 13, 2020

Tags: COVID-19, Disclosure, Diversity, ESG, Form 10-K, Human capital, Institutional Investors, JOBS Act, SEC, SEC rulemaking, Securities regulation

Nasdaq Proposes New Listing Rules Related to Board Diversity

Posted by Ron S. Berenblat and Elizabeth Gonzalez-Sussman, Olshan Frome Wolosky LLP, on Sunday, December 13, 2020

Tags: Board composition, Boards of Directors, Diversity, ESG, Listing standards, NASDAQ

From Managers to Markets: Valuation and the Shareholder Wealth Paradigm

Posted by James Park (UCLA), on Monday, December 14, 2020

Tags: Corporate purpose, Firm performance, Institutional Investors, Management, Shareholder primacy, Shareholder value, Short-termism, Stock returns

Leading Digital and Cybersecurity Risk Factor Disclosures for SEC Registrants

Posted by Paul Ferrillo (McDermott Will & Emery LLP), Bob Zukis (USC Marshall School of Business), and Christophe Veltsos (Minnesota State University), on Monday, December 14, 2020

Tags: Boards of Directors, Compliance and disclosure interpretation, Cybersecurity, Disclosure, Risk, Risk oversight, SEC, SEC enforcement, Securities enforcement, Securities regulation

Section 220 as Pre-Complaint Discovery—Recent Developments

Posted by William Savitt, Sarah K. Eddy, and Cynthia Fernandez Lumermann, Wachtell, Lipton, Rosen & Katz, on Tuesday, December 15, 2020

Tags: Delaware cases, Delaware law, Derivative suits, DGCL Section 220, Discovery, Fiduciary duties, Securities litigation, Shareholder suits

Is Conflicted Investment Advice Better than No Advice?

Posted by John Chalmers (University of Oregon) and Jonathan Reuter (Boston College), on Tuesday, December 15, 2020

Tags: Asset management, Broker-dealers, Conflicts of interest, Fund performance, Investment advisers, Mutual funds, Retirement plans

BlackRock Investment Stewardship Global Principles

Posted by Sandra Boss, Michelle Edkins, and Shinbo Won, BlackRock, Inc., on Tuesday, December 15, 2020

Tags: Asset management, Board composition, Boards of Directors, Climate change, Diversity, Environmental disclosure, ESG, Index funds, Institutional Investors, Long-Term value, Stakeholders, Stewardship, Sustainability

Demand for Better ESG Oversight and Disclosure in Canada

Posted by Stephen Erlichman, Fasken Martineau DuMoulin LLP, on Wednesday, December 16, 2020

Tags: Canada, Disclosure, Environmental disclosure, ESG, Institutional Investors, International governance, ISS, Pension funds, Proxy advisors

The Big Three and Corporate Carbon Emissions Around the World

Posted by Jose Azar, Miguel Duro, Igor Kadach, and Gaizka Ormazabal (University of Navarra IESE Business School), on Wednesday, December 16, 2020

Tags: BlackRock, Climate change, Environmental disclosure, ESG, Index funds, Institutional Investors, SSgA, Sustainability, Vanguard

Applying Discretion to Outstanding Incentive Awards in the COVID-19 Era

Posted by Tara Tays, Abby Dunleavy and Bob Lamm, Deloitte LLP, on Wednesday, December 16, 2020

Tags: Boards of Directors, Compensation committees, Compensation disclosure, COVID-19, Disclosure, ESG, Executive Compensation, Glass Lewis, Human capital, Incentives, Institutional Investors, ISS, Proxy advisors, Securities regulation

China and the Rise of Law-Proof Insiders

Posted by Jesse Fried (Harvard Law School) and Ehud Kamar (Tel Aviv University), on Thursday, December 17, 2020

Tags: Alibaba, China, Foreign firms, International governance, Investor protection, IPOs, Listing standards, Securities regulation

Statement by Commissioner Crenshaw on Resource Extraction

Posted by Caroline Crenshaw, U.S. Securities and Exchange Commission, on Thursday, December 17, 2020

Tags: Anti-corruption, Conflicts of interest, Disclosure, Dodd-Frank Act, ESG, FCPA, International governance, SEC, SEC rulemaking, Securities regulation

Statement on Adoption of Resource Extraction Disclosure Rules

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Thursday, December 17, 2020