Weekly Roundup: February 11-17, 2022

This roundup contains a collection of the posts published on the Forum during the week of February 11-17, 2022.

Statement by Commissioner Peirce on Beneficial Ownership Proposal

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Friday, February 11, 2022

Tags: Beneficial owners, Disclosure, Institutional Investors, Ownership, Schedule 13D, Schedule 13G, SEC, SEC rulemaking, Securities regulation

Statement by Chair Gensler on Beneficial Ownership Proposal

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, February 11, 2022

Tags: Beneficial owners, Disclosure, Institutional Investors, Schedule 13D, Schedule 13G, SEC, SEC rulemaking, Securities regulation

SEC Proposes Cybersecurity Rules for Registered Investment Advisers and Funds

Posted by John F. Savarese, Sarah K. Eddy, and David M. Adlerstein, Wachtell, Lipton, Rosen & Katz, on Saturday, February 12, 2022

Tags: Cybersecurity, Disclosure, Investment advisers, Risk, Risk disclosure, SEC, SEC rulemaking, Securities regulation

Statement by Chair Gensler on Amendments to the Whistleblower Program

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Saturday, February 12, 2022

Tags: Misconduct, SEC, SEC enforcement, Securities enforcement, Securities regulation, Whistleblowers

The LSE’s New Voluntary Carbon Market Solution

Posted by Amy Kennedy, Kenneth J. Markowitz, and Charles Smith, Akin Gump Strauss Hauer & Feld LLP, on Sunday, February 13, 2022

Tags: Climate change, ESG, International governance, Listing standards, London Stock Exchange, Private ordering, Sustainability, UK

Delaware Supreme Court Affirms Termination of $5.8 Billion Transaction

Posted by Charlotte K. Newell and Andrew W. Stern, Sidley Austin LLP, on Sunday, February 13, 2022

Tags: Adverse effects, Covenants, COVID-19, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Termination

SEC’s Shadow Trading Case Survives Motion to Dismiss

Posted by Robert A. Cohen, Joseph A. Hall and Leor Landa, Davis Polk & Wardwell LLP, on Monday, February 14, 2022

Tags: Inside information, Insider trading, Merger litigation, Mergers & acquisitions, SEC, SEC enforcement, Securities enforcement, Securities litigation

Human Capital Management and Diversity Disclosures and Practices

Posted by Benjamin Colton, Holly Fetter and Aneta McCoy, State Street Global Advisors, on Monday, February 14, 2022

Tags: Board composition, Boards of Directors, Disclosure, Diversity, ESG, Human capital, Index funds, Institutional Investors, Labor markets, Shareholder proposals, Shareholder voting, Stakeholders

The Rise of Bankruptcy Directors

Posted by Jared Ellias (University of California Hastings), Ehud Kamar (Tel Aviv University), and Kobi Kastiel (Tel Aviv University), on Monday, February 14, 2022

Tags: Bankruptcy, Board independence, Boards of Directors, Conflicts of interest, Debtor-creditor law, Distressed companies

SEC Proposes Updates to Schedule 13D/G Reporting

Posted by Andrew Freedman, Olshan Frome Wolosky LLP, on Tuesday, February 15, 2022

Tags: Beneficial owners, Disclosure, Hedge funds, Institutional Investors, Ownership, Schedule 13D, Schedule 13G, SEC, SEC rulemaking, Securities regulation, Shareholder activism

CEO Compensation Increase Trends

Posted by Aubrey Bout, Perla Cuevas, and Brian Wilby, Pay Governance LLC, on Tuesday, February 15, 2022

Tags: Executive Compensation, Firm performance, Incentives, Management, Pay for performance, Stock options

The Purpose of a Finance Professor

Posted by Alex Edmans (London Business School), on Tuesday, February 15, 2022

Tags: Business school, Information environment, Innovation, Reputation, Risk-taking, Social networks

BlackRock 2022 Letter to CEOs Highlights the Importance of Sustainability

Posted by Paul A. Davies, Michael D. Green, and James Bee, Latham & Watkins LLP, on Wednesday, February 16, 2022

Tags: BlackRock, Climate change, Corporate purpose, ESG, Index funds, Institutional Investors, Shareholder voting, Stakeholders, Sustainability

IPO Readiness

Posted by Brian Lane, Joe Mallin, and Tara Tays, Pay Governance LLC, on Wednesday, February 16, 2022

Tags: Capital formation, Equity-based compensation, Executive Compensation, Incentives, IPOs, Public firms

Looking for the Economy-Wide Effects of Stock Market Short-Termism

Posted by Mark J. Roe (Harvard Law School), on Wednesday, February 16, 2022

Tags: Capital allocation, International governance, Long-Term value, R&D, Repurchases, Shareholder value, Short-termism

SEC Identifies Private Fund Deficiencies, Signifying Increased Industry Scrutiny

Posted by Marc E. Elovitz, Kelly Koscuiszka, and Tarik M. Shah, Schulte Roth & Zabel LLP, on Thursday, February 17, 2022

Tags: Due diligence, Institutional Investors, Investment advisers, Private funds, SEC, SEC enforcement, Securities enforcement, Securities fraud

2021: A Spectacular Year for SPACs

Posted by James Jian Hu, Jonathan Parry, and Joel L. Rubinstein, White & Case LLP, on Thursday, February 17, 2022

Tags: Capital formation, IPOs, Merger litigation, Mergers & acquisitions, PIPE, SPACs, Special purpose vehicles

Human Rights: Disclosures, Practices & Insights

Posted by Benjamin Colton, Holly Fetter, and Vidhyaa K, State Street Global Advisors, on Thursday, February 17, 2022

Tags: Corporate Social Responsibility, Disclosure, ESG, Human capital, Human rights, Index funds, Institutional Investors, International governance, Labor markets, Stakeholders, Stewardship