Weekly Roundup: July 16-22, 2021

This roundup contains a collection of the posts published on the Forum during the week of July 16-22, 2021.

Strengthening Internal Controls: What Do Investors Need?

Posted by Lindsey Stewart, KPMG LLP, on Friday, July 16, 2021

Tags: Accounting, Accounting standards, Financial reporting, Internal auditors, Internal control, International governance, Sarbanes–Oxley Act, SOX, UK

Chair Gensler’s Insight on the SEC’s New Regulatory Agenda

Posted by Brian V. Breheny, Raquel Fox, and Caroline S. Kim, Skadden, Arps, Slate, Meagher & Flom LLP, on Friday, July 16, 2021

Tags: Disclosure, ESG, Proxy plumbing, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting

Addressing the Consultation Conundrum

Posted by Lindsey Stewart, KPMG LLP, on Saturday, July 17, 2021

Tags: Capital structure, Controlling shareholders, Dual-class stock, Institutional Investors, International governance, Stakeholders, UK

Presidio Shines Light on Key Delaware Deal Litigation Trends and Topics

Posted by Edward B. Micheletti, Bonnie W. David, and Ryan Lindsay, Skadden, Arps, Slate, Meagher & Flom LLP, on Sunday, July 18, 2021

Tags: Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Liability standards, Merger litigation, Mergers & acquisitions, Securities litigation

Breach of Fiduciary Duties in Administering Defined Contribution Plans

Posted by Nancy G. Ross, Richard E. Nowak, and Jed W. Glickstein, Mayer Brown LLP, on Monday, July 19, 2021

Tags: ERISA, Fiduciary duties, Institutional Investors, Pension funds, Retirement plans, Supreme Court

What Explains Differences in Finance Research Productivity During the Pandemic?

Posted by Brad M. Barber (UC Davis), Wei Jiang (Columbia), and Adair Morse (UC Berkeley), on Monday, July 19, 2021

Tags: COVID-19, Diversity, Labor markets, Shocks, Stakeholders, Surveys

Putting the F into ESG—The Importance of Financial Materiality in ESG Investing

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Monday, July 19, 2021

Tags: ESG, Institutional Investors, Long-Term value, Materiality, Proxy advisors, Stakeholders, Sustainability

President Biden’s Executive Order on Promoting Competition

Posted by Sheila Adams, Christopher Lynch, and Margaret Tahyar, Davis Polk & Wardwell LLP, on Tuesday, July 20, 2021

Tags: Antitrust, Banks, Common ownership, Consumer protection, DOJ, Federal Reserve, Financial institutions, Joe Biden, Mergers & acquisitions

SPAC IPOs and Sponsor Network Centrality

Posted by Fangzhou Lu (University of Hong Kong), on Tuesday, July 20, 2021

Tags: IPOs, Mergers & acquisitions, Social networks, SPACs, Special purpose vehicles

Further on the Purpose of the Corporation

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Tuesday, July 20, 2021

Tags: Corporate purpose, ESG, Fiduciary duties, Long-Term value, Profitability, Shareholder primacy, Stakeholders

Warnings Persist for Corporate Directors Evaluating LBO and Other Multi-Step Transactions

Posted by Michele C. Maman and Richard M. Brand (Cadwalader, Wickersham & Taft LLP), and Peter S. Kaufman (Gordian Group), on Wednesday, July 21, 2021

Tags: Boards of Directors, Charter & bylaws, Director liability, Fiduciary duties, Leveraged acquisitions, Merger litigation, Mergers & acquisitions, Securities litigation, Shareholder value, U.S. federal courts

Using ESG Tools to Help Combat Racial Inequity

Posted by Adam O. Emmerich, David M. Silk, and Sabastian V. Niles, Wachtell, Lipton, Rosen & Katz, on Wednesday, July 21, 2021

Tags: Accountability, Board composition, Board oversight, Boards of Directors, Diversity, ESG, Institutional Investors, Stakeholders, Transparency

Speech by Commissioner Peirce on ESG Disclosure

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Wednesday, July 21, 2021

Tags: Climate change, Disclosure, Environmental disclosure, ESG, Materiality, SEC, SEC rulemaking, Securities regulation, Stakeholders, Sustainability

Global Climate and Sustainability Reporting Continues to Grow

Posted by David M. Silk, Sabastian V. Niles, and Carmen X. W. Lu, Wachtell, Lipton, Rosen & Katz, on Thursday, July 22, 2021

Tags: Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, International governance, SEC, Securities regulation, Sustainability

What the Shell Judgment Means for US Directors

Posted by Cynthia A. Williams (York University, Robert Eccles (Oxford University), and Ellie Mulholland (CCLI), on Thursday, July 22, 2021

Tags: Boards of Directors, Climate change, Environmental disclosure, ESG, Fiduciary duties, International governance, Liability standards, Netherlands, Royal Dutch Shell, Securities litigation, Sustainability

Board’s Oversight of Racial DE&I

Posted by Benjamin Colton (State Street Global Advisors), Jack “Rusty” O’Kelley (Russell Reynolds Associates), and Holly Fetter (State Street Global Advisors), on Thursday, July 22, 2021

Tags: Board composition, Board oversight, Boards of Directors, Diversity, ESG, Institutional Investors, Stakeholders