Weekly Roundup: May 21

This roundup contains a collection of the posts published on the Forum during the week of May 21–27, 2021.

Caremark Developments and the Imperative of Regular Risk Review

Posted by William Savitt, Wachtell, Lipton, Rosen & Katz, on Friday, May 21, 2021

Tags: Board oversight, Boards of Directors, Caremark, Compliance & ethics, Director liability, Liability standards, Oversight, Risk, Risk disclosure, Risk oversight, Securities litigation

Does Common Ownership Really Increase Firm Coordination?

Posted by Katharina Lewellen (Dartmouth College) and Michelle Lowry (Drexel University), on Friday, May 21, 2021

Tags: Antitrust, Blockholders, Common ownership, Index funds, Institutional Investors, Ownership

SEC Signals Need for Better Disclosures About Delayed Filings

Posted by Nicholas Grabar, David Lopez and Fernando Martinez, Cleary Gottlieb Steen & Hamilton LLP, on Saturday, May 22, 2021

Tags: Accounting, Disclosure, Financial reporting, Form NT, Restatements, SEC, SEC enforcement, Securities enforcement, Securities regulation

New Human Capital Disclosure Requirements; Inconsistent 10-K Disclosures

Posted by Melissa Pfeuffer, Mayer Brown LLP, on Sunday, May 23, 2021

Tags: COVID-19, Disclosure, Form 10-K, Human capital, Regulation S-K, SEC, Securities regulation

The WeWork Decision and its Implications for Director Email Accounts

Posted by Nicholas O’Keefe, Douglas F. Curtis, and Max Romanow, Arnold & Porter Kaye Scholer LLP, on Monday, May 24, 2021

Tags: Attorney-client privilege, Board independence, Boards of Directors, Books and records, Delaware cases, Delaware law, Discovery, Outside directors, Securities litigation, WeWork

Incorporating ESG Measures Into Executive Compensation Plans

Posted by Kristen Sullivan and Maureen Bujno, Deloitte LLP, on Monday, May 24, 2021

Tags: Accountability, Boards of Directors, Compensation committees, ESG, Executive Compensation, Pay for performance, Performance measures

Corporate Purpose and Corporate Competition

Posted by Mark J. Roe (Harvard Law School), on Monday, May 24, 2021

Tags: Agency costs, Common ownership, Corporate purpose, Corporate Social Responsibility, ESG, Index funds, Institutional Investors, Shareholder activism, Shareholder primacy, Short-termism, Stakeholders

Human Capital Disclosures Findings From 2020 10-Ks

Posted by Neri Bukspan and Marc Siegel, EY, on Tuesday, May 25, 2021

Tags: COVID-19, Diversity, ESG, Human capital, Labor markets, Regulation S-K, Securities regulation, Stakeholders

Diversity and Performance in Entrepreneurial Teams

Posted by Sophie Calder-Wang (The Wharton School), Paul A. Gompers (Harvard Business School), and Kanyuan Huang (UCLA), on Tuesday, May 25, 2021

Tags: Behavioral finance, Diversity, Entrepreneurs, ESG, Human capital, Small firms

Remarks by Commissioner Lee on Leveraging Regulatory Cooperation to Protect America’s Investors

Posted by Allison Herren Lee, U.S. Securities and Exchange Commission, on Tuesday, May 25, 2021

Tags: Accredited investors, Capital formation, Crowdfunding, Disclosure, ESG, Investor protection, Private firms, Regulation Best Interest, SEC, Securities regulation, Solicitation

2021 Say on Pay & Proxy Results

Posted by Todd Sirras, Justin Beck, and Austin Vanbastelaer, Semler Brossy LLP, on Wednesday, May 26, 2021

Tags: Diversity, ESG, Executive Compensation, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Proxy season, Say on pay, Shareholder proposals, Shareholder voting

Private Equity and Financial Stability: Evidence from Failed Bank Resolution in the Crisis

Posted by Emily Johnston-Ross (FDIC), Song Ma (Yale University), and Manju Puri (Duke University), on Wednesday, May 26, 2021

Tags: Banks, Distressed companies, Failed banks, FDIC, Financial crisis, Financial institutions, Private equity, Systemic risk

Speech by Commissioner Lee on Myths and Misconceptions about “Materiality”

Posted by Allison Herren Lee, U.S. Securities and Exchange Commission, on Wednesday, May 26, 2021

Tags: Climate change, Disclosure, Environmental disclosure, ESG, Materiality, Regulation S-K, SEC, Securities regulation, Sustainability

Delaware Court Orders Up Prevention Doctrine to Require Reluctant Buyer to Close

Posted by Matthew Salerno, Mark McDonald, and Jim Langston, Cleary Gottlieb Steen & Hamilton LLP, on Thursday, May 27, 2021

Tags: Acquisition agreements, Adverse effects, COVID-19, Delaware cases, Delaware law, Leveraged acquisitions, Merger litigation, Mergers & acquisitions, Private equity

From Man vs. Machine to Man + Machine: The Art and AI of Stock Analyses

Posted by S. Sean Cao (Georgia State), Junbo L. Wang (LSU) and Baozhong Yang (Georgia State), on Thursday, May 27, 2021

Tags: Algorithmic trading, Artificial intelligence, Financial technology, Information asymmetries, Information environment, Innovation, Stock analysts

Proxy Advisors And Market Power: A Review of Institutional Investor Robovoting

Posted by Paul Rose (The Ohio State University), on Thursday, May 27, 2021

Tags: Boards of Directors, ESG, Glass Lewis, Institutional Investors, ISS, Pension funds, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting

Weekly Roundup: May 21–27, 2021