Weekly Roundup: September 23

This roundup contains a collection of the posts published on the Forum during the week of September 24–30, 2021.

The Impact of a Principles-Based Approach to Director Gender Diversity Policy

Posted by Tor-Erik Bakke (UIC), Laura Field (University of Delaware), Hamed Mahmudi (University of Delaware), and Aazam Virani (University of Arizona), on Friday, September 24, 2021

Tags: Board composition, Boards of Directors, Director qualifications, Diversity, ESG

A New Way of Seeing Value

Posted by Witold Henisz (The Wharton School of the University of Pennsylvania), on Friday, September 24, 2021

Tags: Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Shareholder activism, Shareholder value, Stakeholders, Sustainability

SEC’s Investor Advisory Committee Recommends Changes to Rule 10b5-1 Trading Plans

Posted by Joseph A. Hall, Michael Kaplan, and Emily Roberts, Davis Polk & Wardwell LLP, on Saturday, September 25, 2021

Tags: Insider trading, Rule 10b-5-1, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation

Five Essential Strategy Questions Boards Should Be Asking

Posted by Stephen Klemash, Gaurav Malhotra, and Lance Mortlock, EY, on Sunday, September 26, 2021

Tags: Board dynamics, Board performance, Boards of Directors, ESG, Long-Term value, Management, Risk management

Board Structure Is Key to Oversight

Posted by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Monday, September 27, 2021

Tags: Audit committee, Audits, Board composition, Board oversight, Boards of Directors, Compliance and disclosure interpretation, Diversity, ESG

C-Suite Executives Should Fill the Trust Gap

Posted by Michael Bondar and Don Fancher, Deloitte, on Monday, September 27, 2021

Tags: Corporate culture, Corporate purpose, ESG, Human capital, Management, Managerial style, Stakeholders, Transparency

The Upcoming Bebchuk-Edmans Debate on “The Promise of Stakeholder Capitalism: Real or Illusory?”

Posted by Leeor Ofer (Harvard Law School), on Monday, September 27, 2021

Tags: Program on Corporate Governance

Delaware Supreme Court Announces New Demand Futility Test

Posted by William Savitt, Ryan A. McLeod, and Anitha Reddy, Wachtell, Lipton, Rosen & Katz, on Tuesday, September 28, 2021

Tags: Boards of Directors, Delaware cases, Delaware law, Derivative suits, Dual-class stock, Facebook, Securities litigation, Shareholder suits

Remarks by Commissioner Peirce Before the Small Business Capital Formation Advisory Committee

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Tuesday, September 28, 2021

Tags: Accredited investors, Capital formation, Crowdfunding, Institutional Investors, Investor protection, IPOs, Regulation A, SEC, Securities regulation, SPACs

Remarks by Chair Gensler Before the Small Business Capital Formation Advisory Committee

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Tuesday, September 28, 2021

Tags: Capital formation, IPOs, Mergers & acquisitions, SEC, SEC enforcement, Securities enforcement, Securities regulation, SPACs, Special purpose vehicles

Proxy Season Climate-Related Voting Trends Report

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Wednesday, September 29, 2021

Tags: Climate change, Environmental disclosure, ESG, Proxy season, Proxy voting, Say on climate, Shareholder voting, Sustainability

The Deterrent Effect of Insider Trading Enforcement Actions

Posted by Robert Davidson (Virginia Tech) and Christo Pirinsky (University of Central Florida), on Wednesday, September 29, 2021

Tags: Information asymmetries, Information environment, Inside information, Insider trading, SEC enforcement, Securities enforcement, Securities regulation

The Vanguard 2021 Semiannual Report

Posted by John Galloway, Vanguard, Inc., on Wednesday, September 29, 2021

Tags: Climate change, Diversity, Engagement, ESG, Executive Compensation, Index funds, Institutional Investors, International governance, Say on climate, Say on pay, Shareholder voting, Sustainability

Statement by Commissioner Roisman on Proposal to Enhance Reporting of Proxy and Executive Compensation Votes

Posted by Elad L. Roisman, U.S. Securities and Exchange Commission, on Thursday, September 30, 2021

Tags: Disclosure, ESG, Executive Compensation, Form N-PX, Index funds, Institutional Investors, Proxy voting, Say on pay, SEC, SEC rulemaking, Securities regulation, Shareholder voting

Statement by Commissioner Peirce on Proposal to Enhance Reporting of Proxy and Executive Compensation Votes

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Thursday, September 30, 2021