Weekly Roundup: February 26-March 4, 2021

This roundup contains a collection of the posts published on the Forum during the week of February 26-March 4, 2021.

Underwriters Do Not Use Green Shoe Options to Profit from IPO Stock Pops

Posted by Robert Evans, Locke Lord LLP, on Friday, February 26, 2021

Tags: Capital formation, Capital markets, Equity offerings, IPOs, Market reaction, Regulation M, Securities regulation, Underwriting

New Tactics and ESG Themes Change the Direction of Shareholder Activism

Posted by Richard J. Grossman and Neil P. Stronski, Skadden, Arps, Slate, Meagher & Flom LLP, on Friday, February 26, 2021

Tags: Boards of Directors, COVID-19, Engagement, ESG, Institutional Investors, Mergers & acquisitions, Shareholder activism

The Capital Markets Tug-of-War Between US and China

Posted by Alissa Kole, GOVERN, on Saturday, February 27, 2021

Tags: Accounting standards, Capital markets, China, Holding Foreign Companies Accountable Act, International governance, PCAOB, SEC, SEC enforcement, Securities enforcement, Securities regulation

How Boards Can Prepare for Activism’s Next Wave

Posted by Chris Ruggeri, Joel Schlachtenhaufen, and Annie Adams, Deloitte LLP, on Saturday, February 27, 2021

Tags: Board performance, Boards of Directors, COVID-19, Mergers & acquisitions, Shareholder activism, Stock returns

Recent Proxies Highlight COVID-Related Incentive Actions for FYE Companies

Posted by Melissa Burek, Eric Hosken, and Bonnie Schindler, Compensation Advisory Partners, on Sunday, February 28, 2021

Tags: Compensation disclosure, COVID-19, Equity-based compensation, Executive Compensation, Incentives, Pay for performance

Intelligently Evolving Your Corporate Compliance Program

Posted by Michael S. Stanek, Sarah E. Walters, and Martha K. Louks, McDermott, Will & Emery LLP, on Monday, March 1, 2021

Tags: Artificial intelligence, Compliance & ethics, Compliance and disclosure interpretation, DOJ, Financial technology, Securities enforcement

Shareholder Activists Gear Up for a Busy 2021 – With New Tools and Tactics

Posted by Bruce H. Goldfarb and Alexandra Higgins, Okapi Partners, on Monday, March 1, 2021

Tags: Boards of Directors, Climate change, COVID-19, Cybersecurity, Disclosure, Diversity, ESG, Institutional Investors, Shareholder activism, Target firms

An Introduction to Activist Stewardship

Posted by Robert Eccles (Oxford University), Aeisha Mastagni (CalSTRS), and Kirsty Jenkinson (CalSTRS), on Monday, March 1, 2021

Tags: Boards of Directors, Climate change, Engagement, ESG, Hedge funds, Index funds, Long-Term value, Pension funds, Shareholder activism, Stewardship, Sustainability

SEC Division of Corporation Finance Directed to Focus on Climate-Related Disclosures

Posted by David M. Silk, Sabastian V. Niles, and Carmen X.W. Lu, Wachtell, Lipton, Rosen & Katz, on Tuesday, March 2, 2021

Tags: Climate change, Disclosure, Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation, Sustainability

Biden’s “Money Cop” to Shine a Light on ESG Disclosure

Posted by Stacey H. Mitchell, Cynthia M. Mabry, and Kenneth J. Markowitz, Akin Gump Strauss Hauer & Feld LLP, on Tuesday, March 2, 2021

Tags: Climate change, Disclosure, Environmental disclosure, ESG, Joe Biden, Risk disclosure, SEC, Securities regulation, Sustainability

Climate Risk and the Transition to a Low-Carbon Economy

Posted by Jessica McDougall and Danielle Sugarman, BlackRock, Inc., on Tuesday, March 2, 2021

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

SEC Acknowledges that Disgorgement Principles Apply to Administrative Proceedings

Posted by Robert Cohen, Tatiana Martins, and Fiona Moran, Davis Polk & Wardwell LLP, on Wednesday, March 3, 2021

Tags: Administrative proceedings, Disgorgement, SEC, SEC enforcement, Securities enforcement, Supreme Court

Gender Quotas and Support for Women in Board Elections

Posted by Marina Gertsberg (Monash University), Johanna Mollerstrom (George Mason University), and Michaela Pagel (Columbia), on Wednesday, March 3, 2021

Tags: Board composition, Board dynamics, Boards of Directors, California, Director qualifications, Diversity, ESG, Shareholder voting

2021 Global and Regional Trends in Corporate Governance

Posted by Rusty O’Kelley, Anthony Goodman, and Laura Sanderson, Russell Reynolds Associates, on Wednesday, March 3, 2021

Tags: Board composition, Boards of Directors, Climate change, Diversity, Environmental disclosure, ESG, Human capital, International governance, Sustainability

2021 Compensation Committee

Posted by Kristin Davis and Michael Bergmann, Skadden, Arps, Slate, Meagher & Flom LLP, on Thursday, March 4, 2021

Tags: Boards of Directors, Clawbacks, Compensation committees, Compensation disclosure, Director compensation, Dodd-Frank Act, Executive Compensation, Incentives, Management, Pay for performance, Say on pay

Proxy Advisory Firms Release First Reports on Latest Best Practices

Posted by Stephen Davis, Harvard Law School, on Thursday, March 4, 2021

Tags: Disclosure, ESMA, EU, Europe, Institutional Investors, International governance, Oversight, Proxy advisors, Shareholder voting

Duty and Diversity

Posted by Chris Brummer (Georgetown University) and Leo E. Strine, Jr. (Wachtell, Lipton, Rosen & Katz and Harvard Law School), on Thursday, March 4, 2021

Tags: Compliance & ethics, Corporate purpose, Delaware articles, Diversity, ESG, Shareholder primacy, Stakeholders