Weekly Roundup: January 8

This roundup contains a collection of the posts published on the Forum during the week of January 8–14, 2020.

The New Paradigm in the C-Suite and the Boardroom

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, January 8, 2021

Tags: Boards of Directors, ESG, Institutional Investors, ISS, Long-Term value, Proxy advisors, Short-termism, Stakeholders, Stewardship, World Economic Forum

A Letter to the SEC Chairman

Posted by Senator Elizabeth Warren (D-MA), on Friday, January 8, 2021

Tags: Anti-corruption, Investor protection, SEC, SEC enforcement, SEC rulemaking, Section 1504, Securities enforcement, Securities regulation, Transparency

Corporate Governance Survey — 2020 Proxy Season Results

Posted by David A. Bell, Fenwick & West LLP, on Saturday, January 9, 2021

Tags: Board composition, Boards of Directors, California, Classified boards, Diversity, Dual-class stock, Majority voting, Ownership, Shareholder voting, Staggered boards, State law, Surveys

Office of Investor Advocate Report on Activities

Posted by Rick Fleming, U.S. Securities and Exchange Commission, on Saturday, January 9, 2021

Tags: Derivatives, Disclosure, Dual-class stock, ESG, Institutional Investors, Investor protection, Listing standards, Proxy advisors, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder rights

Congress Passes the “Holding Foreign Companies Accountable Act”

Posted by Andrew Olmem, Christina Thomas, and Jason Elder, Mayer Brown LLP, on Sunday, January 10, 2021

Tags: Accounting standards, Audits, Foreign firms, Holding Foreign Companies Accountable Act, International governance, SEC, SEC rulemaking, Securities regulation

Where Things Stand at the End of 2020

Posted by Gail Weinstein, Steven Epstein, and Warren S. de Wied, Fried, Frank, Harris, Shriver & Jacobson LLP, on Sunday, January 10, 2021

Tags: Board composition, Corporate purpose, COVID-19, Delaware cases, Diversity, ESG, Merger litigation, Mergers & acquisitions, Shareholder activism

Major Changes to MD&A and Related Requirements

Posted by Nicolas Grabar, Jeffrey D. Karpf, and David Lopez, Cleary, Gottlieb, Steen & Hamilton LLP, on Monday, January 11, 2021

Tags: Accounting, Disclosure, Financial reporting, Form 10-K, Regulation S-K, SEC, SEC rulemaking, Securities regulation

Predicting Litigation Risk via Machine Learning

Posted by James P. Naughton (University of Virginia), on Monday, January 11, 2021

Tags: Artificial intelligence, Financial technology, Risk, Risk assessment, Risk management, Securities litigation

Report on Practices for Virtual Shareholder Meetings

Posted by Douglas K. Chia and Ann S. Lee (Rutgers Center for Corporate Law and Governance, The Society for Corporate Governance, and the Council of Institutional Investors), on Monday, January 11, 2021

Tags: Boards of Directors, COVID-19, Engagement, Institutional Investors, Shareholder meetings, Virtual meetings

REITs in 2021

Posted by Adam O. Emmerich and Robin Panovka, Wachtell, Lipton, Rosen & Katz, on Tuesday, January 12, 2021

Tags: Boards of Directors, Capital markets, ESG, Executive Compensation, Merger litigation, Mergers & acquisitions, REITs, Shareholder activism

COVID-19’s Impact on Buyer’s Obligation to Close

Posted by Mark Limardo, Michael Neidell, and Zachary Freedman, Olshan Frome Wolosky LLP, on Tuesday, January 12, 2021

Tags: Adverse effects, Contracts, COVID-19, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions

BlackRock’s 2021 Proxy Voting Guidelines Prioritize ESG Actions

Posted by Allie Rutherford and Rob Zivnuska, PJT Camberview, on Tuesday, January 12, 2021

Tags: BlackRock, Climate change, ESG, Index funds, Institutional Investors, Proxy voting, Shareholder voting, Stakeholders, Stewardship, Sustainability

Allegations of Human Rights Violations and Other Litigation Trends

Posted by Linda Martin, Timothy Harkness, and David Livshiz, Freshfields Bruckhaus Deringer LLP, on Wednesday, January 13, 2021

Tags: Board oversight, Boards of Directors, Corporate liability, ESG, Human rights, Management, Misconduct, Securities litigation, Supreme Court

Reconsidering the Evolutionary Erosion Account of Corporate Fiduciary Law

Posted by William W. Bratton (University of Pennsylvania), on Wednesday, January 13, 2021

Tags: Agency costs, Agency model, Conflicts of interest, Duty of loyalty, Fiduciary duties, Management, Securities litigation

CEO’s Letter on SSGA 2021 Proxy Voting Agenda

Posted by Cyrus Taraporevala, State Street Global Advisors, on Wednesday, January 13, 2021

Tags: Asset management, Board composition, Boards of Directors, Climate change, Diversity, ESG, Index funds, Institutional Investors, Proxy voting, Shareholder voting, Sustainability

The SPAC Explosion: Beware the Litigation and Enforcement Risk

Posted by Bruce A. Ericson, Ari M. Berman, and Stephen B. Amdur, Pillsbury Winthrop Shaw Pittman LLP, on Thursday, January 14, 2021

Tags: Capital formation, Institutional Investors, IPO Spinning, IPOs, Mergers & acquisitions, SEC enforcement, Securities enforcement, Securities regulation, Special purpose vehicles

Compensation Season 2021

Posted by Jeannemarie O’Brien, Adam J. Shapiro, and David E. Kahan, Wachtell, Lipton, Rosen & Katz, on Thursday, January 14, 2021

Tags: Dodd-Frank Act, ESG, Executive Compensation, ISS, Pay for performance, Proxy advisors, Proxy voting, Say on pay, Section 162(m)

DeFi and the Future of Finance

Posted by Campbell R. Harvey (Duke University), Ashwin Ramachandran, and Joey Santoro, on Thursday, January 14, 2021

Tags: Banks, Blockchain, Capital formation, Cryptocurrency, Equity offerings, Financial institutions, Financial regulation, Financial technology

Weekly Roundup: January 8–14, 2020