Weekly Roundup: March 12

This roundup contains a collection of the posts published on the Forum during the week of March 12-18, 2021.

Trusting What You Can’t See: Audit Oversight and the PCAOB

Posted by J. Robert Brown, Public Company Accounting Oversight Board, on Friday, March 12, 2021

Tags: Accountability, Accounting, Accounting standards, Audits, Bebchuk v. Electronic Arts, Disclosure, Enron, Sarbanes–Oxley Act

Board Priorities for 2021 Abound Amid Slow Economic Recovery

Posted by Amy Rojik, BDO, on Friday, March 12, 2021

Tags: Board leadership, Boards of Directors, Corporate culture, COVID-19, Disclosure, Diversity, ESG, Human capital, Mergers & acquisitions, Shareholder value, Surveys

2020 Say on Pay & Proxy Results

Posted by Todd Sirras, Austin Vanbastelaer, and Justin Beck, Semler Brossy Consulting Group LLC, on Saturday, March 13, 2021

Tags: Boards of Directors, ESG, Executive Compensation, Management, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting

ESG Disclosure – Keeping Pace with Developments Affecting Investors, Public Companies and the Capital Markets

Posted by John Coates, U.S. Securities and Exchange Commission, on Saturday, March 13, 2021

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

Limiting SPAC-Related Litigation Risk: Disclosure and Process Considerations

Posted by Caroline Bullerjahn and Morgan Mordecai, Goodwin Procter LLP, on Sunday, March 14, 2021

Tags: Capital formation, Disclosure, Equity offerings, Institutional Investors, IPOs, Mergers & acquisitions, Public firms, SEC, Securities regulation, SPACs

The SEC Should Address the Risk of Activist “Lightning Strikes”

Posted by Adam O. Emmerich, Trevor S. Norwitz, and William Savitt, Wachtell, Lipton, Rosen & Katz, on Sunday, March 14, 2021

Tags: Delaware cases, Delaware law, Institutional Investors, Poison pills, Shareholder activism, Takeover defenses

Transparency and the Future of Corporate Political Spending

Posted by Caroline Crenshaw (U.S. Securities and Exchange Commission) and Michael E. Porter (Harvard Business School), on Monday, March 15, 2021

Tags: Accountability, Corporate purpose, Corporate Social Responsibility, Disclosure, ESG, Political spending, SEC, Securities regulation, Short-termism, Transparency

Delaware Court of Chancery Allows Merger-Based Breach of Fiduciary Duty Claims to Proceed

Posted by Jason Halper, Jared Stanisci and Sara Bussiere, Cadwalader, Wickersham & Taft LLP, on Tuesday, March 16, 2021

Tags: Boards of Directors, Conflicts of interest, Controlling shareholders, Corwin, Delaware cases, Delaware law, Liability standards, Merger litigation, Mergers & acquisitions

Delaware Chancery Court Invalidates “Anti-Activist” Poison Pill

Posted by Lori Marks-Esterman, Steve Wolosky, and Andrew Freedman, Olshan Frome Wolosky LLP, on Tuesday, March 16, 2021

Tags: Delaware cases, Delaware law, Hostile takeover, Mergers & acquisitions, Poison pills, Securities litigation, Takeover defenses, Unocal standard

Speech by Acting Chair Lee on Meeting Investor Demand for Climate and ESG Information at the SEC

Posted by Allison Herren Lee, U.S. Securities and Exchange Commission, on Tuesday, March 16, 2021

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

C-Suite Challenge 2021: Leading in a Post-COVID-19 Recovery

Posted by Charles Mitchell, The Conference Board, Inc., on Wednesday, March 17, 2021

Tags: China, COVID-19, Decision making, Human capital, International governance, Management

Evaluating Executive Compensation in Times of Crisis

Posted by John Galloway, Vanguard, Inc., on Wednesday, March 17, 2021

Tags: Executive Compensation, Incentives, Index funds, Institutional Investors, Long-Term value, Management, Say on pay, Shareholder voting

Cleaning Corporate Governance: A New Open-Access Dataset on Firm- and State-Level Corporate Governance

Posted by Eric Talley (Columbia University), on Wednesday, March 17, 2021

Tags: Databases, E-index, G-Index, International governance, State law

How the COVID-19 Pandemic Influenced Incentive Plans

Posted by Mike Kesner, Joshua Bright, and Linda Pappas, Pay Governance LLC, on Thursday, March 18, 2021

Tags: COVID-19, Executive Compensation, Incentives, Pay for performance, Say on pay

Measuring Accounting Fraud and Irregularities Using Public and Private Enforcement

Posted by Christopher G. Yust (Texas A&M University), on Thursday, March 18, 2021

Tags: Accounting, Corporate fraud, Misconduct, Oversight, SEC enforcement, Securities enforcement, Securities fraud

Speech by Acting Chair Lee on the Importance of Fund Voting and Disclosure

Posted by Allison Herren Lee, U.S. Securities and Exchange Commission, on Thursday, March 18, 2021

Tags: Asset management, Institutional Investors, Mutual funds, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting, Transparency

Weekly Roundup: March 12–18, 2021