Weekly Roundup: October 15

This roundup contains a collection of the posts published on the Forum during the week of October 15–21, 2021.

Delaware Decision Deals with Director Independence

Posted by Gail Weinstein, Steven J. Steinman, and Brian T. Mangino, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, October 15, 2021

Tags: Board independence, Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Derivative suits, Fiduciary duties, Merger litigation, Mergers & acquisitions, Shareholder suits

Statement by Chairman Gensler on Rules Regarding Clawbacks of Erroneously Awarded Compensation

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, October 15, 2021

Tags: Clawbacks, Dodd-Frank Act, Executive Compensation, Restatements, SEC enforcement, Securities enforcement, Securities regulation

A Guide for Boards and Companies Facing Ransomware Demands

Posted by Antonia M. Apps, Adam Fee, and Matthew Laroche, Milbank LLP, on Saturday, October 16, 2021

Tags: Bitcoin, Cryptocurrency, Cybersecurity, Financial technology, Money laundering, Ransomware, Risk, Securities enforcement, Securities regulation

Board Refreshment and Succession Planning in the New Normal

Posted by Rich Fields, Rusty O’Kelley III, and Laura Sanderson, Russell Reynolds Associates, on Saturday, October 16, 2021

Tags: Board dynamics, Board performance, Board tenure, Board turnover, Boards of Directors, Director qualifications, Director tenure, Long-Term value, Stakeholders, Succession

SEC Enforcement Order Highlights Risks of Data-Based Market Intelligence

Posted by Kimberly Zelnick, Doru Gavril, and Christine E. Lyon, Freshfields Bruckhaus Deringer LLP, on Sunday, October 17, 2021

Tags: Artificial intelligence, Cybersecurity, Privacy, SEC, SEC enforcement, Securities enforcement, Securities regulation, Settlements

SEC Comments on Climate Change Disclosure

Posted by Jina Choi and David M. Lynn, Morrison & Foerster LLP, on Sunday, October 17, 2021

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

2021 Corporate Governance Trends in the Retail Industry

Posted by Audra Cohen and Melissa Sawyer, Sullivan & Cromwell LLP, on Monday, October 18, 2021

Tags: Board composition, Boards of Directors, Diversity, ESG, Proxy access, Proxy voting, Shareholder proposals, Shareholder voting

Are Star Law Firms Also Better Law Firms?

Posted by Alberto Manconi (Bocconi University), on Monday, October 18, 2021

Tags: Agency costs, Information asymmetries, Information environment, Insurance, Securities litigation, Settlements

Preparing for Potential Updates to HCM & Board Diversity Disclosure Requirements

Posted by Sophia Hudson, Kirkland & Ellis LLP, on Monday, October 18, 2021

Tags: Board composition, Boards of Directors, Disclosure, Diversity, ESG, Human capital

How to Translate ESG Imperatives into Executive Compensation

Posted by Kathryn Neel and Seymour Burchman, Semler Brossy Consulting Group LLC, on Tuesday, October 19, 2021

Tags: ESG, Executive Compensation, Incentives, Long-Term value, Pay for performance, Stock options, Sustainability

Expanding Proxy Voting Choice

Posted by Mark McCombe, Salim Ramji, and Sandy Boss, BlackRock, Inc., on Tuesday, October 19, 2021

Tags: Asset management, BlackRock, Index funds, Institutional Investors, Proxy advisors, Proxy voting, Shareholder voting, Stewardship

Statement by Commissioners Peirce and Roisman on Staff Report on Equity and Options Market Conditions in Early 2021

Posted by Hester M. Peirce and Elad L. Roisman, U.S. Securities and Exchange Commission, on Tuesday, October 19, 2021

Tags: GameStop, Investor protection, Market conditions, Market efficiency, Short sales

Court of Chancery Upholds Enforcement of Advance Notice Bylaw

Posted by William Savitt, Ryan A. McLeod, and Anitha Reddy, Wachtell, Lipton, Rosen & Katz, on Wednesday, October 20, 2021

Tags: Advanced notice, Board meetings, Boards of Directors, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation

The Capital Structure Puzzle: What are We Missing?

Posted by Harry DeAngelo (USC), on Wednesday, October 20, 2021

Tags: Capital structure, Cash flows, Corporate debt, Leverage, Liquidity

Sustainability Reporting: A Gap Between Words and Action

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Wednesday, October 20, 2021

Tags: Climate change, Environmental disclosure, ESG, Institutional Investors, Proxy advisors, Say on climate, Sustainability

Boeing: Rejecting Early Dismissal of Claims Against Directors for Inadequate Risk Oversight

Posted by Gail Weinstein, Steven Epstein, and Mark H. Lucas, Fried, Frank, Harris, Shriver & Jacobson LLP, on Thursday, October 21, 2021

Tags: Board oversight, Boards of Directors, Boeing, Delaware cases, Delaware law, Derivative suits, Liability standards, Risk, Risk oversight, Securities litigation

Team Production Revisited

Posted by William Bratton (University of Pennsylvania), on Thursday, October 21, 2021

Tags: Accountability, Agency costs, Agency model, Management, Public firms, Shareholder primacy

Speech by Commissioner Lee on Action on Climate

Posted by Allison Herren Lee, U.S. Securities and Exchange Commission, on Thursday, October 21, 2021

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

Weekly Roundup: October 15–21, 2021