Weekly Roundup: June 11

Weekly Roundup
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This roundup contains a collection of the posts published on the Forum during the week of June 11–June 17, 2021.

President Biden Signs Executive Order on Addressing Climate Change Risk through Financial Regulation

Posted by Andrew Olmem, J. Paul Forrester, and Thomas J. Delaney, Mayer Brown LLP, on Friday, June 11, 2021

Tags: Climate change, Environmental disclosure, ESG, Joe Biden, Risk, Risk management, Sustainability, Systemic risk

The Director’s Guide to Shareholder Activism

Posted by Maria Castañón Moats, Paul DeNicola, and Leah Malone, PricewaterhouseCoopers LLP, on Friday, June 11, 2021

Tags: Boards of Directors, ESG, Hedge funds, Institutional Investors, Proxy contests, Shareholder activism

Remarks by SEC Chair Gensler at the Meeting of SEC Investor Advisory Committee

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Saturday, June 12, 2021

Tags: Broker-dealers, Information asymmetries, Insider trading, Investor protection, NBBO, Regulation NMS, Retail investors, Rule 10b-5-1, SEC, Securities regulation

Second Circuit Reaffirms that Confidentiality Agreements Can Create a Relationship of Trust for Insider Trading Purposes

Posted by Andrew Ehrlich, Gregory Laufer, and Richard Tarlowe, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Sunday, June 13, 2021

Tags: Confidentiality, Inside information, Insider trading, Non-disclosure agreements, Securities enforcement, U.S. federal courts

New York Appellate Division, First Department Gives Green Light to First Post-Cyan Case

Posted by Veronica E. Callahan, Aaron F. Miner, and Stephanna F. Szotkowski, Arnold & Porter Kaye Scholer LLP, on Monday, June 14, 2021

Tags: Class actions, New York, Section 11, Securities Act, Securities fraud, Securities litigation, State law

SEC Approves Nasdaq Rule Change Allowing Direct Listings with a Capital Raise

Posted by Ran Ben-Tzur and Jennifer J. Hitchcock, Fenwick & West LLP, on Monday, June 14, 2021

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

Vanguard Insights on Evaluating Say on Climate Proposals

Posted by John Galloway, Vanguard, Inc., on Monday, June 14, 2021

Tags: Climate change, Engagement, Environmental disclosure, ESG, Index funds, Institutional Investors, Materiality, Say on climate, Sustainability

Wachtell Lipton’s Spin-Off Guide

Posted by Deborah Paul, Victor Goldfeld, and Sabrina Khan, Wachtell, Lipton, Rosen & Katz, on Tuesday, June 15, 2021

Tags: Financial reporting, IPO Spinning, Related parties, Related party transactions, Securities regulation, Spinoffs, Taxation

Statement by Commissioner Peirce and Commissioner Roisman on Chair Gensler’s Regulatory Agenda

Posted by Hester M. Peirce and Elad L. Roisman, U.S. Securities and Exchange Commission, on Tuesday, June 15, 2021

Tags: Proxy voting, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Shareholder voting

Opportunities for Postdoctoral and Doctoral Corporate Governance Fellows

Posted by Aisha Saad (Harvard Law School), on Tuesday, June 15, 2021

Tags: Program on Corporate Governance

NYSE Amends Related Party Transaction Approval Requirements

Posted by Matthew E. Kaplan, Nicholas P. Pellicani, and Martha G. Brown, Debevoise & Plimpton LLP, on Wednesday, June 16, 2021

Tags: Audits, Disclosure, Foreign issuers, Mergers & acquisitions, NYSE, Regulation S-K, Related parties, Related party transactions

Federal Corporate Law and the Business of Banking

Posted by Morgan Ricks (Vanderbilt University) and Lev Menand (Columbia University), on Wednesday, June 16, 2021

Tags: Banks, Depository banking, Financial institutions, Financial regulation, Financial technology, National Bank Act, OCC, Treasury Department

Director Compensation Practices in the Russell 3000 and S&P 500

Posted by Matteo Tonello (The Conference Board), Mark Emanuel (Semler Brossy), Todd Sirras (Semler Brossy), Elijah Ostro (Semler Brossy), and Paul Hodgson (ESGAUGE), on Wednesday, June 16, 2021

Tags: Board composition, Board dynamics, Boards of Directors, Director compensation, Diversity, ESG, Institutional Investors, Proxy advisors, Shareholder voting

SEC Announces Latest Amendments to Proxy Advisor Rules Will Not Be Enforced, Pending Additional Review

Posted by David A. Bell, Ryan Mitteness, and Jennifer Hitchcock, Fenwick & West LLP, on Thursday, June 17, 2021

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

Repairing the US Financial Reporting System

Posted by Lynn E. Turner, Hemming Morse LLP, on Thursday, June 17, 2021

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

Trust: A Critical Asset

Posted by Don Fancher, Jennifer Lee, and Debbie McCormack, Deloitte, on Thursday, June 17, 2021

Tags: Board oversight, Boards of Directors, Compliance & ethics, Corporate culture, Cybersecurity, Fiduciary duties, Management, Oversight, Privacy, Reputation, Risk management, Risk oversight, Stakeholders

Weekly Roundup: June 11–17, 2021