Weekly Roundup: April 30

This roundup contains a collection of the posts published on the Forum during the week of April 30–May 6, 2021.

Lazard’s Q1 2021 Review of Shareholder Activism

Posted by Jim Rossman, Mary Ann Deignan, and Christopher Couvelier, Lazard, on Friday, April 30, 2021

Tags: Boards of Directors, ESG, Institutional Investors, International governance, Mergers & acquisitions, Proxy contests, Shareholder activism, SPACs

Corporate Governance Update: “Materiality” in America and Abroad

Posted by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Saturday, May 1, 2021

Tags: Disclosure, Dodd-Frank Act, Environmental disclosure, ESG, Europe, International governance, Materiality, Securities regulation, Stakeholders

Proxy Preview 2021

Posted by Heidi Welsh (Sustainable Investment Institute) and Michael Passoff (Proxy Impact), on Sunday, May 2, 2021

Tags: ESG, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Proxy voting, Shareholder proposals, Shareholder voting

UK Proposals to Reform Listing Rules to Attract SPACs and Technology Companies

Posted by James Scoville, Vera Losonci, and Laurence Hanesworth, Debevoise & Plimpton LLP, on Monday, May 3, 2021

Tags: Capital formation, Listing standards, Mergers & acquisitions, Securities regulation, SPACs, Special purpose vehicles, Tech companies, UK

Peer Effects in Corporate Governance Practices: Evidence from Universal Demand Laws

Posted by Alan Marcus (Boston College), on Monday, May 3, 2021

Tags: Antitakeover, Boards of Directors, Derivative suits, E-index, Entrenchment, Interlocking boards, Management, Peer effects, Peer groups, Poison pills, Takeover defenses

SEC Examinations Risk Alert: Compliance Issues in ESG investing

Posted by Amy S. Matsuo, KPMG LLP, on Monday, May 3, 2021

Tags: Compliance and disclosure interpretation, Disclosure, Environmental disclosure, ESG, Risk, Risk disclosure, SEC, SEC rulemaking, Securities regulation

Proxy Season: Early Highlights and Emerging Themes

Posted by Richard Fields and Elizabeth Morgan, King & Spalding LLP, on Tuesday, May 4, 2021

Tags: Board composition, Boards of Directors, Diversity, ESG, Institutional Investors, Lobbying, Proxy season, Proxy voting, Say on pay, Shareholder voting

How the Robinhood IPO is Different

Posted by Jonathan Macey (Yale University), on Tuesday, May 4, 2021

Tags: Capital formation, IPOs, Retail investors, Robinhood, Securities enforcement, Securities regulation, Tech companies

The Choice for CEOs on Political Issues is Not “Yes or No”, It’s “Helps the Brand or Hurts the Brand”

Posted by Nell Minow, ValueEdge Advisors, on Tuesday, May 4, 2021

Tags: Accountability, Citizens United v. FEC, Disclosure, ESG, Institutional Investors, Lobbying, Political spending, Securities regulation, Shareholder Protection Act, Transparency

SEC Reopens Universal Proxy Comment Period

Posted by Laura D. Richman and Robert F. Gray, Jr., Mayer Brown LLP, on Wednesday, May 5, 2021

Tags: Boards of Directors, Charter & bylaws, Institutional Investors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting, Solicitation, Universal proxy ballots

What BlackRock Gets Right in its Newly Minted Human Rights Engagement Policy

Posted by Malcolm Rogge (Harvard Law School), on Wednesday, May 5, 2021

Tags: BlackRock, Disclosure, Due diligence, ESG, Human capital, Human rights, Index funds, Institutional Investors, International governance, Oversight

Why is Corporate Virtue in the Eye of the Beholder? The Case of ESG Ratings

Posted by Dane Christensen (University of Oregon), George Serafeim (Harvard Business School), and Anywhere Sikochi (Harvard Business School), on Wednesday, May 5, 2021

Tags: Disclosure, Environmental disclosure, ESG, International governance, Performance measures, Ratings agencies, Sustainability

The SEC’s Latest Risk Alert Puts ESG Investing in the Crosshairs

Posted by Jason M. Daniel, Cynthia M. Mabry, and Kenneth J. Markowitz, Akin Gump Strauss Hauer & Feld LLP, on Thursday, May 6, 2021

Tags: Compliance and disclosure interpretation, Disclosure, Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation

Business and Politics: When Should Companies Take a Public Position?

Posted by Thomas A. Cole, Sidley Austin LLP, on Thursday, May 6, 2021

Tags: Boards of Directors, Corporate culture, ESG, Management, Political spending, Public perception, Reputation

Reform of the Public Company Accounting Oversight Board (PCAOB)

Posted by Lynn E. Turner, Hemming Morse LLP, on Thursday, May 6, 2021

Tags: Accounting, Accounting standards, Audits, Compliance and disclosure interpretation, PCAOB, SEC rulemaking, Securities regulation

Weekly Roundup: April 30–May 6, 2021