Weekly Roundup: June 4

This roundup contains a collection of the posts published on the Forum during the week of June 4–June 10, 2021.

Recent Claims SPAC Board Structures are a “Conflict-Laden” Invitation to Fiduciary Misconduct

Posted by Frank M. Placenti, Squire Patton Boggs LLP, on Friday, June 4, 2021

Tags: Boards of Directors, Capital formation, Class actions, Conflicts of interest, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation, SPACs, Special purpose vehicles

Commissioner Peirce and Commissioner Roisman’s Response to Chair Gensler’s and the Division of Corporation Finance’s Statements Regarding the Application of the Proxy Rules to Proxy Voting Advice

Posted by Hester M. Peirce and Elad L. Roisman, U.S. Securities and Exchange Commission, on Friday, June 4, 2021

Tags: Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting

Speech by Commissioner Roisman on Addressing Inevitable Costs of a New ESG Disclosure Regime

Posted by Elad L. Roisman, U.S. Securities and Exchange Commission, on Saturday, June 5, 2021

Tags: Climate change, Corporate liability, Environmental disclosure, ESG, Safe harbor, SEC, SEC rulemaking, Securities regulation, Sustainability

Institutional Investor Survey 2021

Posted by Kiran Vasantham, Jana Jevcakova, and Mandy Offel, Morrow Sodali, on Sunday, June 6, 2021

Tags: Engagement, ESG, Institutional Investors, Say on pay, Shareholder activism, Shareholder proposals, Shareholder voting, Surveys, Sustainability

House Releases Draft Legislation Eliminating SPAC Safe Harbor for Forward Looking Statements

Posted by Ran Ben-Tzur and Jay Pomerantz, Fenwick & West LLP, on Monday, June 7, 2021

Tags: Capital formation, Corporate liability, Financial reporting, Investor protection, Liability standards, Mergers & acquisitions, Safe harbor, SEC, Securities regulation, SPACs, US House

Do Firms With Specialized M&A Staff Make Better Acquisitions?

Posted by Sinan Gokkaya (Ohio University), Xi Liu (Miami University), and René M. Stulz (The Ohio State University), on Monday, June 7, 2021

Tags: Firm valuation, Human capital, Mergers & acquisitions, Shareholder value, Takeover premiums

Proposed EU Directive on ESG Reporting Would Impact US Companies

Posted by Sander de Boer and Julie Santoro, KPMG, on Monday, June 7, 2021

Tags: Disclosure, Environmental disclosure, ESG, EU, Europe, European Commission, International governance, Sustainability

ESG Scrutiny From the SEC’s Division of Examinations

Posted by Michael Osnato, Michael Wolitzer, and Meaghan Kelly, Simpson Thacher & Bartlett LLP, on Tuesday, June 8, 2021

Tags: Climate change, Disclosure, ESG, SEC, SEC enforcement, Securities enforcement, Securities regulation, Sustainability

Pandemic Risk and the Interpretation of Exceptions in MAE Clauses

Posted by Robert T. Miller (University of Iowa), on Tuesday, June 8, 2021

Tags: Adverse effects, COVID-19, Materiality, Mergers & acquisitions, Risk, Risk disclosure

Statement by Commissioner Peirce and Commissioner Roisman on The Commission’s Actions Regarding the PCAOB

Posted by Hester M. Peirce and Elad L. Roisman, U.S. Securities and Exchange Commission, on Tuesday, June 8, 2021

Tags: Accounting, Accounting standards, PCAOB, Sarbanes–Oxley Act, SEC, Securities regulation

SEC Approves Nasdaq’s Direct Listing Rule

Posted by Brian Hirshberg, Mayer Brown LLP, on Wednesday, June 9, 2021

Tags: Capital formation, Direct listings, Equity offerings, Listing standards, NASDAQ, Registration statements, SEC, SEC rulemaking, Securities regulation, Underwriting

How Informative Is the Text of Securities Complaints?

Posted by Adam B. Badawi (University of California at Berkeley), on Wednesday, June 9, 2021

Tags: Artificial intelligence, Market reaction, Securities enforcement, Securities litigation, Settlements

Remarks by SEC Chair Gensler at the CFO Network Summit

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Wednesday, June 9, 2021

Tags: Disclosure, Information asymmetries, Inside information, Insider trading, Investor protection, Rule 10b-5, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation

Private Sector Implications of Biden’s Executive Order on Climate-Related Financial Risk

Posted by Margaret E. Tahyar, Randall D. Guynn, and Betty Moy Huber, Davis Polk & Wardwell LLP, on Thursday, June 10, 2021

Tags: Climate change, DOL, Environmental disclosure, ERISA, ESG, FSOC, Joe Biden, Risk, Risk disclosure, Risk management, Sustainability

Cash-for-Information Whistleblower Programs: Effects on Whistleblowing and Consequences for Whistleblowers

Posted by Aiyesha Dey, Jonas Heese, and Gerardo Pérez Cavazos (Harvard Business School), on Thursday, June 10, 2021

Tags: Compliance & ethics, Corporate fraud, DOJ, Incentives, Misconduct, Securities enforcement, Whistleblowers

Principles for Board Governance of Cyber Risk

Posted by Sean Joyce (PricewaterhouseCoopers LLP), Daniel Dobrygowski (World Economic Forum), and Friso Van der Oord (National Association of Corporate Directors), on Thursday, June 10, 2021

Tags: Board oversight, Boards of Directors, Cybersecurity, Risk, Risk management, Risk oversight

Weekly Roundup: June 4–10, 2021