Weekly Roundup: May 14

This roundup contains a collection of the posts published on the Forum during the week of May 14–20, 2021.

Cybersecurity Oversight and Defense — A Board and Management Imperative

Posted by John F. Savarese, Sarah K. Eddy, and Sabastian V. Niles, Wachtell, Lipton, Rosen & Katz, on Friday, May 14, 2021

Tags: Cybersecurity, Privacy, Risk, Risk disclosure, Risk oversight

Materiality: The Word that Launched a Thousand Debates

Posted by Janine Guillot and Jeffrey Hales, Sustainability Accounting Standards Boards (SASB), on Friday, May 14, 2021

Tags: Accounting, Accounting standards, Environmental disclosure, ESG, Materiality, SASB, Stakeholders, Sustainability

Do ESG Funds Make Stakeholder-Friendly Investments?

Posted by Aneesh Raghunandan (London School of Economics) and Shivaram Rajgopal (Columbia University), on Saturday, May 15, 2021

Tags: Climate change, Environmental disclosure, ESG, Financial advisers, Institutional Investors, Mutual funds, SEC, Securities regulation, Stakeholders, Stewardship, Sustainability

FinCEN Seeks Public Comment on the Corporate Transparency Act’s Beneficial Owner Reporting Requirements

Posted by E.K. McWilliams and Alexander E. Cottingham, Jenner & Block LLP, on Sunday, May 16, 2021

Tags: Accounting, Banks, Beneficial owners, Corporate Transparency Act, Disclosure, Financial institutions, Financial regulation, Financial reporting, FinCEN, LLCs, Money laundering

SEC Considering Heightened Scrutiny of Projections in De-SPAC Transactions

Posted by George Casey, Adam Hakki, and Roger Morscheiser, Shearman & Sterling LLP, on Monday, May 17, 2021

Tags: Capital formation, IPOs, Mergers & acquisitions, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, SPACs

Which Corporate ESG News Does the Market React To?

Posted by George Serafeim (Harvard Business School) and Aaron Yoon (Northwestern University), on Monday, May 17, 2021

Tags: Artificial intelligence, Disclosure, Environmental disclosure, ESG, Market reaction, Reputation, SASB

The Lipton Archive

Posted by Lawrence A. Hamermesh (University of Pennsylvania), Theodore N. Mirvis, and Leo E. Strine, Jr. (Wachtell, Lipton, Rosen & Katz), on Monday, May 17, 2021

Tags: Boards of Directors, Corporate governance, Delaware law

Mitigating SPAC Enforcement and Litigation Risks

Posted by Glen Kopp, Glenn Vanzura, and Jason Linder, Mayer Brown LLP, on Tuesday, May 18, 2021

Tags: Capital formation, Merger litigation, Mergers & acquisitions, SEC, SEC enforcement, Securities enforcement, Securities litigation, Securities regulation, SPACs, Special purpose vehicles

Human Capital Disclosure: What Do Companies Say About Their “Most Important Asset”?

Posted by Andrew Gordon (Equilar, Inc.), David F. Larcker (Stanford University), and Courtney Yu (Equilar, Inc.), on Tuesday, May 18, 2021

Tags: Compensation disclosure, Compensation ratios, Decision making, Diversity, Equity-based compensation, ESG, Executive Compensation, Human capital, Labor markets, Management, Stakeholders

Keynote Address by Commissioner Crenshaw on Minding the Data Gaps

Posted by Caroline Crenshaw, U.S. Securities and Exchange Commission, on Tuesday, May 18, 2021

Tags: Accredited investors, Audit trail, Disclosure, Form CRS, Information asymmetries, Information environment, Investor protection, Regulation Best Interest, Regulation D, SEC, Securities regulation

Chalking Up a Victory for Deal Certainty

Posted by Hille R. Sheppard and Charlotte K. Newell, Sidley Austin LLP, on Wednesday, May 19, 2021

Tags: Acquisition agreements, Adverse effects, Contracts, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation

Is Public Equity Deadly? Evidence from Workplace Safety and Productivity Tradeoffs in the Coal Industry

Posted by Erik Gilje (The Wharton School) and Michael Wittry (Ohio State University), on Wednesday, May 19, 2021

Tags: Agency costs, Decision making, Human capital, Information asymmetries, Management, Ownership structure, Private firms, Public firms, Risk

Statement by Commissioner Peirce on S&P Dow Jones Indices LLC

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Wednesday, May 19, 2021

Tags: Index funds, Investor protection, Listing standards, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation, Settlements

Court of Chancery Finds Pandemic Was Not an MAE—Snow Phipps

Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on Thursday, May 20, 2021

Tags: Acquisition agreements, Adverse effects, Contracts, Covenants, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation

The Case for a Best Execution Principle in Cross-Border Payments

Posted by Douglas W. Arner (University of Hong Kong), Ross P. Buckley (University of New South Wales), and Dirk A. Zetzsche (University of Luxembourg), on Thursday, May 20, 2021

Tags: Banks, Blockchain, Cross-border transactions, Financial institutions, Financial regulation, Financial technology, International governance, Securities regulation

2021 Proxy Season Issues and Early Voting Trends

Posted by James J. Miller, Alliance Advisors, on Thursday, May 20, 2021

Tags: Boards of Directors, Climate change, Diversity, ESG, Proxy season, Proxy voting, Shareholder proposals, Shareholder voting, Sustainability

Weekly Roundup: May 14–21, 2021