Weekly Roundup: November 26-December 2, 2021

Weekly Roundup
More from: Weekly Roundup

This roundup contains a collection of the posts published on the Forum during the week of November 26-December 2, 2021.

2021 Board Effectiveness: A Survey of the C-Suite

Posted by Paul DeNicola and Leah Malone, PricewaterhouseCoopers LLP, and Paul Washington, The Conference Board, Inc. , on Friday, November 26, 2021

Tags: Board performance, Boards of Directors, Cybersecurity, ESG, Management, Surveys

Sustainability and Investing Lessons Learned in the Pandemic Era

Posted by Daniel C. Roarty, AllianceBernstein L.P., on Saturday, November 27, 2021

Tags: COVID-19, Diversity, ESG, Institutional Investors, Stakeholders, Sustainability

Chancery Court Highlights Importance of Delivering Nomination Notices Ahead of Advance Notice Deadlines

Posted by Andrew M. Freedman, Lori Marks-Esterman, and Ron S. Berenblat, Olshan Frome Wolosky LLP, on Sunday, November 28, 2021

Tags: Advanced notice, Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, Shareholder activism, Shareholder nominations, Shareholder voting

SEC Staff Issues New Shareholder Proposal Guidance

Posted by Marc Gerber, Ryan Adams, and Blake Grady, Skadden, Arps, Slate, Meagher & Flom LLP, on Monday, November 29, 2021

Tags: Climate change, ESG, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting, Sustainability

Death by Committee? An Analysis of Corporate Board (Sub-) Committees

Posted by Renée B. Adams (University of Oxford), Vanitha Ragunathan (University of Queensland), and Robert Tumarkin (University of New South Wales), on Monday, November 29, 2021

Tags: Board communication, Board dynamics, Boards of Directors, Decision-making, Disclosure, Outside directors, Sarbanes–Oxley Act, Securities regulation, Special committees

Recent Shareholder Activism Trends

Posted by George Casey, Scott Petepiece, and Lara Aryani, Shearman & Sterling LLP, on Monday, November 29, 2021

Tags: Climate change, Diversity, Environmental disclosure, ESG, Hedge funds, Institutional Investors, Private equity, Say on climate, Shareholder activism, Shareholder proposals, Shareholder voting, Sustainability

ISS Releases Proposed Benchmark Policy Changes for 2022

Posted by Cydney Posner, Cooley LLP, on Tuesday, November 30, 2021

Tags: Board composition, Boards of Directors, Climate change, Diversity, Dual-class stock, ESG, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Proxy voting, Say on climate, Shareholder voting

Important Earnout/Milestone Drafting Points Arising from Recent Pacira and Shire Decisions

Posted by Gail Weinstein, Brian T. Mangino, and Randi Lally, Fried, Frank, Harris, Shriver & Jacobson LLP, on Tuesday, November 30, 2021

Tags: Acquisition agreements, Delaware cases, Delaware law, Earnouts, Merger litigation, Mergers & acquisitions, Securities litigation

The Limits of Portfolio Primacy

Posted by Roberto Tallarita (Harvard Law School), on Tuesday, November 30, 2021

Tags: Asset management, Climate change, ESG, Fiduciary duties, Index funds, Institutional Investors, Stewardship, Sustainability

Recent Delaware Derivative Stockholder Litigation Developments

Posted by Stephen Blake, Jonathan Youngwood, and Craig Waldman, Simpson Thacher & Bartlett LLP, on Wednesday, December 1, 2021

Tags: Cybersecurity, Delaware cases, Delaware law, Derivative suits, DGCL, Director liability, Institutional Investors, Liability standards, Pension funds, Shareholder suits

Corporate Governance & Executive Compensation Survey 2021

Posted by Richard Alsop, Doreen Lilienfield, and Gillian Moldowan, Shearman & Sterling LLP, on Wednesday, December 1, 2021

Tags: Board composition, Board turnover, Boards of Directors, Compensation disclosure, Compensation ratios, Diversity, ESG, Executive Compensation, Human capital

Dodge v. Ford: What Happened and Why?

Posted by Mark Roe (Harvard Law School), on Wednesday, December 1, 2021

Tags: Agency costs, Corporate purpose, ESG, Hedge funds, Human capital, Securities litigation, Shareholder primacy, Stakeholders

Risks to Those Who Facilitate Ransomware Payments

Posted by Antonia M. Apps, Adam Fee, and Matthew Laroche, Milbank, on Thursday, December 2, 2021

Tags: Bitcoin, Cryptocurrency, Cybersecurity, DOJ, OFAC, Ransomware, Risk, Risk management, Securities enforcement

SPAC Mergers, IPOs, and the PSLRA’s Safe Harbor: Unpacking Claims of Regulatory Arbitrage

Posted by Amanda Rose (Vanderbilt), on Thursday, December 2, 2021

Tags: Disclosure, Forecasting, Investor protection, IPOs, Mergers & acquisitions, PSLRA, Safe harbor, Securities fraud, Securities litigation, Securities regulation, SPACs

ESG Continues to Find its Way into Incentive Compensation Plans

Posted by Matthew Behrens and Annie Anderson, Shearman & Sterling LLP, on Thursday, December 2, 2021