Weekly Roundup: August 27-September 2, 2021

This roundup contains a collection of the posts published on the Forum during the week of August 27-September 2, 2021.

SEC Maintains Focus on Contingent Liabilities

Posted by John F. Savarese and Wayne M. Carlin, Wachtell, Lipton, Rosen & Katz, on Friday, August 27, 2021

Tags: Disclosure, Earnings management, Liability standards, Loss contingencies, SEC, SEC enforcement, Securities enforcement

ESG and Incentives 2021 Report

Posted by John Borneman, Tatyana Day, and Olivia Voorhis, Semler Brossy LLC, on Friday, August 27, 2021

Tags: Climate change, Cybersecurity, Diversity, Environmental disclosure, ESG, Executive Compensation, Human capital, Incentives, Sustainability, th

Delaware and New York Part Ways on Treatment of Future Affiliates Covered by Contract Restrictions

Posted by Daniel E. Wolf and Jonathan L. Davis, Kirkland & Ellis LLP, on Saturday, August 28, 2021

Tags: Delaware cases, Delaware law, Due diligence, Joint ventures, Merger litigation, Mergers & acquisitions, New York, Non-competition agreements, State law

Statement by Chair Gensler on Broker-Dealer and Investment Adviser Digital Engagement Practices

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Saturday, August 28, 2021

Tags: Broker-dealers, Engagement, Financial technology, Investment advisers, Investor protection, SEC, SEC rulemaking, Securities regulation

SEC Updates Qualified Client Threshold

Posted by Kathryn M. Furman, John Wilson and Doug Elsbeck, King & Spalding LLP, on Sunday, August 29, 2021

Tags: Incentives, Investment advisers, Investment Advisers Act, SEC, SEC rulemaking, Securities regulation

2021 Say on Pay and Proxy Results

Posted by Todd Sirras, Justin Beck, and Austin Vanbastelaer, Semler Brossy LLC, on Monday, August 30, 2021

Tags: Executive Compensation, Institutional Investors, Proxy advisors, Say on pay, Shareholder voting

Why Do Bank Boards Have Risk Committees?

Posted by René M. Stulz (The Ohio State University), on Monday, August 30, 2021

Tags: Bank boards, Banks, Boards of Directors, Dodd-Frank Act, Financial institutions, Financial regulation, Risk, Risk committee, Risk management, Systemic risk

Corporate Racial Equality Investments—One Year Later

Posted by Robert Schwarz, The Conference Board, on Monday, August 30, 2021

Tags: Charitable spending, Corporate Social Responsibility, Diversity, ESG, Reputation, Social contract

A Special Board Committee Can Help Drive Corporate and Transformational Success

Posted by Ryan McManus, National Association of Corporate Directors (NACD), on Tuesday, August 31, 2021

Tags: Board oversight, Boards of Directors, Innovation, Special committees, Tech companies

M&A Rumors about Unlisted Firms

Posted by Alexander Groh (Emlyon Business School), on Tuesday, August 31, 2021

Tags: Confidentiality, Information environment, Mergers & acquisitions, Non-disclosure agreements, Reputation

Survey on Perceptions of Stakeholder Governance and Corporate Purpose

Posted by Jennifer Tonti, JUST Capital, on Tuesday, August 31, 2021

Tags: Business Roundtable, Climate change, Corporate purpose, ESG, Shareholder primacy, Stakeholders, Surveys, Sustainability

Private Equity Carve-Outs Ride Post-COVID Wave

Posted by Germaine Gurr and Arlene Arin Hahn, White & Case LLP, on Wednesday, September 1, 2021

Tags: Carve-outs, Mergers & acquisitions, Private equity, SPACs, Spinoffs

Cross-Listings, Antitakeover Defenses, and the Insulation Hypothesis

Posted by Nan Yang, Albert Tsang, and Lingyi Zheng (Hong Kong Polytechnic University), on Wednesday, September 1, 2021

Tags: Board Insulation, Boards of Directors, Foreign firms, Hostile takeover, International governance, Mergers & acquisitions, Takeover defenses

The SEC’s Upcoming Climate Disclosure Rules

Posted by Sarah Solum, Valerie Ford Jacob, and Michael Levitt, Freshfields Bruckhaus Deringer LLP, on Wednesday, September 1, 2021

Tags: Climate change, Disclosure, Environmental disclosure, ESG, EU, Form 10-K, International governance, SEC, SEC rulemaking, Securities regulation, Sustainability

ESG 2.0—The Next Generation of Leadership

Posted by Kurt B. Harrison, Emily Meneer, and Beijing Zhu, Russell Reynolds Associates, on Thursday, September 2, 2021

Tags: Diversity, ESG, Management, Sustainability

Corporate Directors’ Implicit Theories of the Roles and Duties of Boards

Posted by Steven Boivie (Texas A&M University), Michael C. Withers (Texas A&M University), Scott D. Graffin (University of Georgia), and Kevin P. Corley (Arizona State University), on Thursday, September 2, 2021

Tags: Board composition, Board dynamics, Board independence, Boards of Directors, Diversity, Management, Outside directors

Spotlight on Boards

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Thursday, September 2, 2021

Tags: Board oversight, Boards of Directors, Corporate purpose, ESG, Institutional Investors, Proxy advisors, Shareholder activism, Stakeholders