Weekly Roundup: August 20

This roundup contains a collection of the posts published on the Forum during the week of August 20–26, 2021.

The Difference Between Purpose and Sustainability (aka ESG)

Posted by Robert Eccles, Colin Mayer, and Judith Stroehle (Oxford University), on Friday, August 20, 2021

Tags: Corporate purpose, Environmental disclosure, ESG, ExxonMobil, Firm performance, Royal Dutch Shell, Stakeholders, Sustainability

A New Variation in SEC Insider Trading Enforcement

Posted by John F. Savarese and Wayne M. Carlin, Wachtell, Lipton, Rosen & Katz, on Friday, August 20, 2021

Tags: Information asymmetries, Inside information, Insider trading, Liability standards, Materiality, SEC, SEC enforcement, Securities enforcement

Surging M&A Megadeals Top Records In Q2

Posted by Darragh Byrne, Marc Petitier, and Guy Potel, White & Case LLP, on Saturday, August 21, 2021

Tags: EU, Europe, International governance, Mergers & acquisitions, Private equity

Shell to Appeal Court Ruling in Netherlands Climate Case

Posted by Sam Eastwood, Nadine Pieper, and Armineh Gharibian, Mayer Brown LLP, on Saturday, August 21, 2021

Tags: Class actions, Climate change, Corporate liability, ESG, International governance, Liability standards, Netherlands, Royal Dutch Shell

Continued Scrutiny of SPACs and Media Statements

Posted by Martin Bell, Stephen Blake and Brooke Cucinella, Simpson, Thacher & Bartlett LLP, on Sunday, August 22, 2021

Tags: DOJ, Merger litigation, Mergers & acquisitions, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation, SPACs

The SEC’s Clear Reminder About the Need for Quality Cybersecurity Disclosures

Posted by Paul Ferrillo (Seyfarth Shaw LLP), Bob Zukis (USC Marshall School of Business), and Christophe Veltsos (Minnesota State University), on Monday, August 23, 2021

Tags: Boards of Directors, Cybersecurity, Management, Risk, Risk disclosure, SEC, SEC enforcement, Securities enforcement, Securities regulation

Obfuscation in Mutual Funds

Posted by Chloe L. Xie (MIT Sloan School of Management), on Monday, August 23, 2021

Tags: Disclosure, Index funds, Information asymmetries, Institutional Investors, Mutual funds, Retail investors

The Board’s Role in Sustainable Leadership

Posted by Laura Sanderson, PJ Neal, and Emily Meneer, Russell Reynolds Associates LLP, on Monday, August 23, 2021

Tags: Board oversight, Boards of Directors, Climate change, Corporate purpose, Environmental disclosure, ESG, Long-Term value, Stakeholders, Sustainability

SEC Steps Back from Two 2020 Amendments to the Whistleblower Rules

Posted by Cydney Posner, Cooley LLP, on Tuesday, August 24, 2021

Tags: Proxy advisors, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Whistleblowers

Are CEOs Different?

Posted by Steven N. Kaplan (University of Chicago) and Morten Sorensen (Dartmouth University), on Tuesday, August 24, 2021

Tags: Human capital, Management, Manager characteristics, Managerial style

More Myths from Lucian Bebchuk

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Tuesday, August 24, 2021

Tags: Business Roundtable, Climate change, Corporate purpose, Corporate Social Responsibility, Diversity, ESG, Stakeholders, Sustainability

Delaware Court Rejects Buyer’s Claim of an MAE

Posted by Roger Morscheiser, Scott Petepiece, and George Casey, Shearman & Sterling LLP, on Wednesday, August 25, 2021

Tags: Adverse effects, Delaware cases, Delaware law, Materiality, Merger litigation, Mergers & acquisitions

When the Local Newspaper Leaves Town: The Effects of Local Newspaper Closures on Corporate Misconduct

Posted by Jonas Heese (Harvard Business School), Gerardo Pérez-Cavazos (UC San Diego), and Caspar David Peter (Erasmus University), on Wednesday, August 25, 2021

Tags: Accountability, Corporate fraud, Misconduct, Oversight, Reputation, Securities enforcement, Securities fraud

ESG Trends and Hot Topics

Posted by Catherine Clarkin and Melissa Sawyer, Sullivan & Cromwell LLP, on Wednesday, August 25, 2021

Tags: Asset management, Derivative suits, ESG, EU, Europe, Financial institutions, Institutional Investors, International governance, Shareholder activism, Sustainability, UK

SEC Approves Nasdaq “Comply-or-Explain” Proposal for Board Diversity

Posted by Cydney Posner, Cooley LLP, on Thursday, August 26, 2021

Tags: Board composition, Boards of Directors, Diversity, ESG, NASDAQ, SEC, Securities regulation

Stock-Option Financing in Pre-IPO Companies

Posted by David F. Larcker (Stanford University), Brian Tayan (Stanford University), and Edward M. Watts (Yale), on Thursday, August 26, 2021

Tags: Capital formation, Equity-based compensation, Executive Compensation, IPOs, Private firms, Stock options, Taxation

SEC’s Ongoing Scrutiny of Executive Perquisites and Benefits

Posted by Sonia Gupta Barros, W. Hardy Callcott, and Barry W. Rashkover, Sidley Austin LLP, on Thursday, August 26, 2021

Tags: Compensation disclosure, Disclosure, Executive Compensation, SEC, SEC enforcement, Securities enforcement

Weekly Roundup: August 20–26, 2021