Weekly Roundup: January 14

This roundup contains a collection of the posts published on the Forum during the week of January 14–20, 2022.

Buyouts: A Primer

Posted by Tim Jenkinson (University of Oxford), Hyeik Kim (The Ohio State University), and Michael Weisbach (The Ohio State University), on Friday, January 14, 2022

Tags: Buyouts, Credit supply, Incentives, Institutional Investors, Leveraged acquisitions, Mergers & acquisitions, Shareholder value

Preparing for the Shareholder Proposal Season

Posted by Marc Gerber, Skadden, Arps, Slate, Meagher & Flom LLP, on Friday, January 14, 2022

Tags: Board composition, Boards of Directors, Climate change, Diversity, ESG, Institutional Investors, Lobbying, Political spending, Securities regulation, Shareholder proposals, Shareholder voting

Board Memo 2022: Sustainability and Beyond

Posted by Pamela Marcogliese, Sebastian Fain, and Elizabeth Bieber, Freshfields Bruckhaus Deringer LLP, on Saturday, January 15, 2022

Tags: Boards of Directors, Climate change, Cybersecurity, Environmental disclosure, ESG, Mergers & acquisitions, Securities litigation, Sustainability

Analysis of Proxy Advisors’ Recommendations During the 2021 Proxy Season

Posted by Kyle Isakower, American Council for Capital Formation, on Saturday, January 15, 2022

Tags: Boards of Directors, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Shareholder voting

Climate, Diversity and Control: 2022 ISS Proxy Voting Guidelines

Posted by Pamela Marcogliese, Elizabeth Bieber, and Jennifer Frolik, Freshfields Bruckhaus Deringer LLP, on Sunday, January 16, 2022

Tags: Boards of Directors, Climate change, Diversity, ESG, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Say on climate, Shareholder activism, Shareholder voting, Sustainability

M&A/PE Quarterly

Posted by Gail Weinstein, Steven Epstein, and Philip Richter, Fried, Frank, Harris, Shriver & Jacobson LLP, on Sunday, January 16, 2022

Tags: Acquisition agreements, Antitrust, Boeing, Merger litigation, Mergers & acquisitions, Private equity, SEC, Securities regulation, Shareholder activism, SPACs

SEC Proposes Major Rule Changes on Trading Plans and Corporate Buybacks

Posted by Nicolas Grabar and Lillian Tsu, Cleary Gottlieb Steen & Hamilton LLP, on Monday, January 17, 2022

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

What Drives Racial Diversity on U.S. Corporate Boards?

Posted by Vicki L. Bogan, Ekaterina Potemkina, and Scott E. Yonker (Cornell University), on Monday, January 17, 2022

Tags: Board composition, Boards of Directors, California, Diversity, ESG, NASDAQ, NYSE, State law

Key Proxy Statement Disclosure Trends: Board Evaluation

Posted by Richard Fields (Russell Reynolds Associates) and Iain Poole (Argyle), on Monday, January 17, 2022

Tags: Board evaluation, Board performance, Boards of Directors, Index funds, Institutional Investors

SEC Final Rule Declines to Apply Universal Proxy Card Mandate to Regulated Funds

Posted by John J. Mahon and Shaina L. Maldonado, Schulte Roth & Zabel LLP, on Tuesday, January 18, 2022

Tags: Institutional Investors, Proxy contests, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder activism, Shareholder voting, Universal proxy ballots

Blood in the Water: The Value of Antitakeover Provisions During Market Shocks

Posted by Scott Guernsey (University of Tennessee), Simone M. Sepe (University of Arizona), and Matthew Serfling (University of Tennessee), on Tuesday, January 18, 2022

Tags: Antitakeover, Market conditions, Market reaction, Mergers & acquisitions, Poison pills, Shocks, Takeover premiums, Takeovers

CEO’s Letter on SSGA 2022 Proxy Voting Agenda

Posted by Cyrus Taraporevala, State Street Global Advisors, on Tuesday, January 18, 2022

Tags: Asset management, Board composition, Boards of Directors, Climate change, Diversity, ESG, Index funds, Institutional Investors, Proxy voting, Shareholder voting, Sustainability

Law Governing Attorney-Client Privilege for Emails Hosted on Noncompany Servers

Posted by Edward B. Micheletti, Lauren N. Rosenello, and Trevor T. Nielsen, Skadden, Arps, Slate, Meagher & Flom LLP, on Wednesday, January 19, 2022

Tags: Attorney-client privilege, Cybersecurity, Delaware cases, Delaware law, Discovery, E-mail, Privacy, Securities litigation

Human Capital Disclosure

Posted by Peter Haslag, Berk A. Sensoy, and Joshua T. White (Vanderbilt University), on Wednesday, January 19, 2022

Tags: Disclosure, ESG, Form 10-K, Human capital, Labor markets, SEC, Securities regulation

Letter to CEOs

Posted by Larry Fink, BlackRock, Inc., on Wednesday, January 19, 2022

Tags: Asset management, Climate change, ESG, Index funds, Institutional Investors, Proxy voting, Shareholder voting, Stakeholders, Stewardship, Sustainability

Executive Compensation Considerations for 2022 Annual Meetings

Posted by Brian Breheny and Joseph Yaffe, Skadden, Arps, Slate, Meagher & Flom LLP, on Thursday, January 20, 2022

Tags: Boards of Directors, Clawbacks, Diversity, ESG, Executive Compensation, Incentives, Institutional Investors, Proxy advisors, Say on pay, SEC, Securities regulation, Shareholder voting, Sustainability

A Hard Look at SPAC Projections

Posted by Elizabeth Blankespoor (University of Washington), Bradley Hendricks (UNC Chapel Hill), Gregory Miller (University of Michigan), and Douglas Stockbridge (University of Michigan), on Thursday, January 20, 2022

Tags: Accounting, Capital formation, Forecasting, Mergers & acquisitions, SPACs, Special purpose vehicles

Remarks by Chair Gensler Before the Exchequer Club of Washington, D.C.

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Thursday, January 20, 2022

Tags: Artificial intelligence, Capital markets, Financial technology, Hedge funds, Institutional Investors, Investor protection, SEC, Securities regulation

Weekly Roundup: January 14–20, 2022