Weekly Roundup: May 7

This roundup contains a collection of the posts published on the Forum during the week of May 7–13, 2021.

As Strategic Financial Institutions Mergers Thrive, Lessons from the Boston Private Merger Proxy Contest

Posted by Edward D. Herlihy and Jacob A. Kling, Wachtell, Lipton, Rosen & Katz, on Friday, May 7, 2021

Tags: Banks, Boards of Directors, Financial institutions, Mergers & acquisitions, Shareholder activism, Shareholder voting

How Should Performance Signals Affect Contracts?

Posted by Pierre Chaigneau (Queen’s University), Alex Edmans (London Business School), and Daniel Gottlieb (London School of Economics), on Friday, May 7, 2021

Tags: Equity-based compensation, ESG, Executive Compensation, Incentives, Management, Pay for performance, Performance measures, Signaling, Sustainability

Nevada Supreme Court Holds Statutory Business Judgment Rule Applies to All Claims Against Corporate Officers and Directors

Posted by Brian T. Frawley and John L. Hardiman, Sullivan & Cromwell LLP, on Saturday, May 8, 2021

Tags: Boards of Directors, Business judgment rule, Director liability, Merger litigation, Mergers & acquisitions, Nevada, Securities litigation, State law

March to the Beat of Your Own Drummer: Amazon’s Executive Compensation Practices

Posted by Howard Berkower, McCarter & English LLP, on Sunday, May 9, 2021

Tags: Amazon, Equity-based compensation, Executive Compensation, Incentives, Management, Stock options

Directors’ Oversight Role Today: Increased Expectations, Responsibility and Accountability—A Macro View

Posted by Peter A. Atkins, Marc S. Gerber, and Kenton J. King, Skadden, Arps, Slate, Meagher & Flom LLP, on Monday, May 10, 2021

Tags: Accountability, Board oversight, Boards of Directors, ESG, Institutional Investors, Oversight, Transparency

The Effects of Mandatory ESG Disclosure around the World

Posted by Zacharias Sautner (Frankfurt School of Finance & Management), on Monday, May 10, 2021

Tags: Disclosure, Environmental disclosure, ESG, Information asymmetries, Information environment, Institutional Investors

Engaging with Neuberger Berman

Posted by James Hamilton and Sheena VanLeuven, PJT Camberview, on Monday, May 10, 2021

Tags: Engagement, ESG, Executive Compensation, Institutional Investors, Neuberger Berman, Say on pay, Shareholder activism, Shareholder proposals, Shareholder voting, Stewardship

FinCEN Commences Rulemaking Process for Implementation of Corporate Transparency Act Requiring Disclosure of Beneficial Ownership Information

Posted by Betty Santangelo, Joseph P. Vitale and Melissa G.R. Goldstein, Schulte Roth & Zabel LLP, on Tuesday, May 11, 2021

Tags: Beneficial owners, Corporate Transparency Act, Disclosure, Financial regulation, FinCEN, LLCs, Securities enforcement, Securities regulation, Transparency

When a Company Takes a Stand, What is the Board’s Role?

Posted by Maria Castañón Moats and Paul DeNicola, PricewaterhouseCoopers LLP, on Tuesday, May 11, 2021

Tags: Boards of Directors, ESG, Lobbying, Management, Political spending, Reputation

The Promise of Diversity, Inclusion, and Punishment in Corporate Governance

Posted by James Spindler (University of Texas) and Jeffrey Meli (Barclays), on Tuesday, May 11, 2021

Tags: Accountability, Accountable Capitalism Act, Board composition, Boards of Directors, California, Compliance & ethics, Diversity, ESG, Misconduct, Stakeholders, State law

Tower Versus Tower: Implications of SPAC Shareholder Litigation for the D&O Insurance World

Posted by Boris Feldman, Freshfields Bruckhaus Deringer LLP, on Wednesday, May 12, 2021

Tags: Attorneys’ fees, Bankruptcy, D&O insurance, Insurance, Merger litigation, Mergers & acquisitions, Securities litigation, Settlements, Shareholder suits, SPACs

How to Regulate De-SPACs as IPOs

Posted by Harald Halbhuber (New York University), on Wednesday, May 12, 2021

Tags: Capital formation, IPOs, Mergers & acquisitions, SEC, SEC rulemaking, Securities regulation, SPACs, Special purpose vehicles

Environmental, Social, and Governance Theory: Defusing a Major Threat to Shareholder Rights

Posted by Richard Morrison, Competitive Enterprise Institute, on Wednesday, May 12, 2021

Tags: Environmental disclosure, ESG, Institutional Investors, Shareholder primacy, Stakeholders, Sustainability

Lessons from TEGNA’s Second Straight Proxy Fight Win

Posted by Igor Kirman, Sabastian V. Niles, and Natalie S.Y. Wong, Wachtell, Lipton, Rosen & Katz, on Thursday, May 13, 2021

Tags: Boards of Directors, Diversity, ESG, Proxy contests, Proxy fights, Shareholder activism, Shareholder voting

Ten Years After: From the UN Guiding Principles to Multi-Fiduciary Obligations

Posted by John G. Ruggie, Caroline Rees, and Rachel Davis (Harvard Kennedy School), on Thursday, May 13, 2021

Tags: Corporate purpose, ESG, Europe, Human rights, International governance, Shareholder primacy, Shareholder value, Stakeholders, Sustainability

Weekly Roundup: May 7–13, 2021